1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1998 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ AMKOR TECHNOLOGY, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) AMKOR TECHNOLOGY, INC. 1345 ENTERPRISE DRIVE WEST CHESTER, PA 19380 (610) 431-9600 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) FRANK J. MARCUCCI CHIEF FINANCIAL OFFICER AMKOR TECHNOLOGY, INC. 1345 ENTERPRISE DRIVE WEST CHESTER, PA 19380 (610) 431-9600 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) Copies to:
DELAWARE 3674 23-172-2724 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER) APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-37235 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
LARRY W. SONSINI, ESQ. ALAN L. BELLER, ESQ. DONNA M. PETKANICS, ESQ. YONG G. LEE, ESQ. BRUCE M. MCNAMARA, ESQ. CLEARY, GOTTLIEB, STEEN & HAMILTON WILSON SONSINI GOODRICH & ROSATI ONE LIBERTY PLAZA PROFESSIONAL CORPORATION NEW YORK, NY 10006 650 PAGE MILL ROAD (212) 225-2000 PALO ALTO, CA 94304 (650) 493-9300 (1) Includes the aggregate value offered if the Underwriters exercise the options to purchase shares of Common Stock and Convertible Notes to cover over-allotments, if any. ================================================================================
============================================================================================================================== TITLE OF EACH CLASS MAXIMUM PROPOSED MAXIMUM OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF REGISTERED REGISTERED PER SECURITY OFFERING PRICE(1) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------ 5 3/4% Convertible Subordinated Notes due 2003 and Common Stock $.001 par value... $34,500,000 $34,500,000 $10,178 ============================================================================================================================== 2 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE This Registration Statement is filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act") by Amkor Technology, Inc. (the "Company"). In accordance with Rule 429 under the Securities Act, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-1 (Registration No. 333-37235), which was declared effective by the Commission on April 30, 1998. CERTIFICATION The Company hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission's account at Mellon Bank as soon as practicable (but no later than the close of business on May 1, 1998), (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee, and (iv) it will confirm receipt of such instructions by its bank during the bank's regular business hours no later than May 1, 1998. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Chester, State of Pennsylvania, on the 30th day of April 1998. AMKOR TECHNOLOGY, INC. By: /s/ JAMES J. KIM ------------------------------------ James J. Kim Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT ON FORM S-1 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- /s/ JAMES J. KIM Chief Executive Officer and April 30, 1998 - --------------------------------------------------- Chairman James J. Kim * Chief Financial Officer and April 30, 1998 - --------------------------------------------------- Secretary (Principal Financial Frank J. Marcucci and Accounting Officer) * President and Director April 30, 1998 - --------------------------------------------------- John N. Boruch * Director April 30, 1998 - --------------------------------------------------- Thomas D. George * Director April 30, 1998 - --------------------------------------------------- Gregory K. Hinckley * /s/ JAMES J. KIM - --------------------------------------------------- James J. Kim Attorney-in-fact 4 INDEX TO EXHIBITS - --------------- * Incorporated by reference to Registration Statement on Form S-1 (File No. 333-37235)
EXHIBIT NUMBER DESCRIPTION ------- ----------- 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to the legality of the securities being registered. 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Counsel (included in Exhibit 5.1). 23.3 Consent of Samil Accounting Corporation 23.4 Consent of Chong Un & Company 23.5 Consent of SyCip Gorres Velayo & Co 23.6 Consent of Siana Carr & O'Connor, LLP 24.1 Power of Attorney.*
1 EXHIBIT 5.1 [Wilson Sonsini Goodrich & Rosati letterhead] April 30, 1998 Amkor Technology, Inc. 1345 Enterprise Drive West Chester, PA 19830 RE: REGISTRATION STATEMENT ON FORM S-1 Ladies and Gentlemen: We have examined the Registration Statement on Form S-1 (the "Registration Statement") to be filed by Amkor Technology, Inc. (the "Company") with the Securities and Exchange Commission on or about April 30, 1998 pursuant to Section 462(b) of the Securities Act of 1933, as amended (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of (i) up to an aggregate of $34,500,000 principal amount of convertible subordinated notes due 2003 (the "Notes") and (ii) Common Stock issuable upon conversion of the Notes (the "Underlying Common"). The Notes are to be issued pursuant to an Indenture (the "Indenture"), the form of which has been filed as an exhibit to the Registration Statement, to be entered into between the Company and State Street Bank and Trust Company, as Trustee (the "Trustee"). The Shares and the Notes are to be sold pursuant to an Underwriting Agreement (the "Underwriting Agreement") in substantially the form filed as an exhibit to the Registration Statement. The Notes are to be issued in the form of Note included in the Indenture. We have examined instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed (a) the authenticity of original documents and the genuineness of all signatures, (b) the conformity to the originals of all documents submitted to us as copies and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that: (i) The Notes are legal, valid and binding obligations of the Company, entitled to the benefits of the Indenture. (ii) The Underlying Common has been legally and validly authorized, and when issued and delivered in accordance with the terms of the Indenture, will be duly and validly issued, fully paid and non-assessable. Our opinion that any document is legal, valid and binding is qualified as to: (A) Limitations imposed by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other laws relating to or affecting the rights of creditors generally; (B) General principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, and limitations of rights of acceleration regardless of whether such enforceability is considered in a proceeding in equity or at law. We consent to the use of this opinion as an exhibit to the Registration Statement, including the prospectus constituting a part thereof, and further consent to the use of our name wherever it appears in the Registration Statement and any amendments thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ WILSON SONSINI GOODRICH & ROSATI
1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our reports and to all references to our Firm included in or made a part of this Registration Statement on Form S-1. ARTHUR ANDERSEN LLP /s/ Arthur Andersen LLP Philadelphia, Pa. April 29, 1998
1 EXHIBIT 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the inclusion in this Amendment No. 5 to the Registration Statement on Form S-1 (File No. 333-37235) and the Registration Statement pursuant to Rule 462(b) relating to the Registration Statement (File No. 333-37235) of Amkor Technology of our report dated March 20, 1998 on our audits of the financial statements of Amam Industrial Co., Ltd. and its subsidiaries. We also consent to the references to our firm under the caption "Experts." Samil Accounting Corporation Seoul, Korea April 30, 1998
1 EXHIBIT 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our reports and to all references to our Firm included in or made a part of this Amendment No. 5 to the Amkor Technology, Inc. Registration Statement (no. 333-37235) on Form S-1 and the Registration Statement pursuant to Rule 462(b) relating to the Registration Statement (File No. 333-37235). Chong Un & Company Seoul, Korea April 30, 1998
1 EXHIBIT 23.5 As independent public accountants, we hereby consent to the use of our report and to all references to our firm included in or made a part of this Amendment No. 5 to the Amkor Technology, Inc. Registration Statement (No. 333-37235) on Form S-1 and in a Registration Statement pursuant to Rule 462(b) relating to Registration Statement (No. 333-37235). /s/ SYCIP GORRES VELAYO & CO. - --------------------------------------------------------- Makati City, Philippines April 30, 1998
1 Exhibit 23.6 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report and to all references to our Firm included in or made a part of the Registration Statement on Form S-1 of Amkor Technology, Inc. filed pursuant to Rule 462b relating to the Registration Statement (No. 333-37235) on Form S-1. /s/ SIANA CARR & O'CONNOR, LLP -------------------------------------- SIANA CARR & O'CONNOR, LLP Paoli, Pennsylvania April 30, 1998