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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 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
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 4.02(a). Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review
As disclosed in a press release issued on July 26, 2006 and in a Current Report on Form 8-K filed
with the Securities and Exchange Commission (the SEC) on
August 9, 2006, the board of directors (the Board) of Amkor Technology,
Inc. (the Company) has established a special committee (the
Special Committee) to conduct a review of the Companys historical stock option grant practices.
The Special Committee is reviewing (the Special Committee
Review) the periods commencing with the Companys initial public
offering in 1998 through the present. This review by the Special Committee, which is being
assisted by independent outside legal counsel, has not yet been completed, and the Special
Committee has not reached any preliminary or final findings.
Although this review is ongoing, in the course of furnishing information to the Special Committee,
the Company has identified a number of occasions on which the measurement date used for financial accounting and reporting purposes for option awards granted to certain employees of the Company was
different from the actual grant date. Under Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) the Company should have recorded compensation expense
for the difference in the values between these two dates, over their original vesting periods. In order to
correct these accounting errors, the Company expects to record additional
non-cash, stock-based compensation expense related to these options in fiscal years 1998 through 2005 and the first quarter of 2006. As a result, on August 15, 2006, the Boards audit
committee (the Audit Committee) concluded, in
consultation with management, that the range of potential adjustments resulting from the Companys internal review would likely be
material to the most recent financial statements and possibly to prior periods resulting in a
restatement of the Companys previously issued financial statements, including those contained in
the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2005, the Company's Quarterly Reports on Form
10-Q filed during 2005, and the
Companys Quarterly Report on Form 10-Q for the quarter ended
March 31, 2006. Accordingly, these
financial statements should no longer be relied upon. The Company
intends to file its restated financial statements as soon as practicable. The Company has not
completed its assessment of the amount or effect of any such adjustments. Any additional non-cash,
stock-based compensation expense, would have the
effect of decreasing income from operations, net income, and net income per share (basic and
diluted) in periods in which the Company reported a profit, and increasing loss from operations,
net loss, and net loss per share in periods in which the Company
reported a loss. The Company may also be required to record income
tax charges associated with increase taxes arising from the
adjustments and expects that expenses arising from the Special
Committee Review, the restatement and related activities will be
significant. In addition to assessing the impact on its previously issued
financial statements, management is assessing the impact of the
restatement on the Companys internal control over financial
reporting as reported in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2005
and managements evaluation of the effectiveness of disclosure controls and
procedures included in the annual report and the Companys Quarterly Reports on Form 10-Q for the
periods affected. If the restatement
is determined to represent a material weakness, management will conclude that the Companys internal control over financial reporting
was not effective as of December 31, 2005. The Special Committee Review is ongoing and additional accounting errors related to the Companys stock option grant practices may
be identified. The Company and the Audit Committee discussed the matters disclosed in this Item 4.02(a) with
the Companys independent registered public accounting firm.
The press release issued by the Company on August 16, 2006 announcing the expected restatement is
attached hereto as Exhibit 99.1 and is incorporated in this Item 4.02 by reference.
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Item 9.01 Financial Statements and Exhibits
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99.1 |
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Press Release of Amkor Technology, Inc. dated August 16, 2006 announcing an
expected restatement. |
This Form 8-K contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainties, including statements regarding
the review to be conducted by the Special Committee, the Companys intent to restate its financial
statements and the Companys intent to file the restated financial statements as soon as
practicable. There can be no assurances that forward-looking statements will be achieved, and
actual results could differ materially from those suggested by the forward-looking statements.
Important factors that could cause actual results to differ materially include: the results and
findings of the Special Committee Review; the impact, if any, of such
results or findings on the financial statements of the Company; the amount or materiality of any
additional compensation expense; the effect on the Companys financial condition and results of
operations; the Companys ability to file required reports with the SEC on a timely basis;
impairment of the Companys ability to meet the requirements of the Nasdaq Stock Market for
continued listing of the Companys shares; the expenses related
to the Special Committee Review
and restatement of the Companys financial statements; and risks of litigation and governmental or
other regulatory inquiry or proceedings arising out of or related to the Companys historical stock
option practices. Therefore, any forward-looking statements in this Form 8-K should be considered
in light of various important factors, including the risks and uncertainties listed above, as well
as others. The Company makes no commitment to revise or update any forward-looking statements in
order to reflect events or circumstances after the date any such statement is made.
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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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Date: August 16, 2006 |
Amkor Technology, Inc.
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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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99.1 |
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Press Release of Amkor Technology, Inc. dated August 16, 2006 announcing an
expected restatement. |
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exv99w1
Exhibit 99.1
NEWS RELEASE
[AMKOR LOGO]
AMKOR
ANNOUNCES EXPECTED RESTATEMENT
OF FINANCIALS FOR
STOCK-BASED COMPENSATION
CHANDLER, Ariz., August 16, 2006 Amkor Technology, Inc. (NASDAQ: AMKR) today announced that it
expects to restate its previously issued financial statements to correct errors related to
accounting for stock-based compensation expense.
As previously announced, Amkors board of directors has established a special committee to conduct
a review of Amkors historical stock option grant practices. This review, which is being assisted
by independent outside legal counsel, has not yet been completed, and the special committee has not
reached any preliminary or final findings.
In the course of furnishing information to the special
committee, Amkor has identified a number of occasions on which the
measurement date used for financial accounting and reporting purposes for option awards granted to certain Amkor employees was
different from the actual grant date. Under Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued
to Employees (APB 25) the Company should have
recorded compensation expense for the difference in the values
between these two dates, over their original vesting periods. In order to
correct these accounting errors, Amkor expects to
restate financial statements to record additional non-cash,
stock-based compensation expense related to these options in fiscal years 1998 through 2005 and the first quarter of 2006.
As a result, on August 15, 2006, Amkor concluded that the range of potential adjustments resulting from the Companys internal review would likely be
material to the most recent financial statements and possibly to prior periods resulting in a
restatement of the Companys previously issued financial statements, including those contained in
the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2005, the Companys Quarterly Reports on
Form 10-Q filed during 2005, and the
Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2006. Accordingly, these
financial statements should no longer be relied upon. Amkor intends to file its restated
financial statements as soon as practicable. Amkor has not completed its assessment of the amount
or effect of any such adjustments. Any additional non-cash, stock-based compensation expense
would have the effect of decreasing income from
operations, net income, and net income per share (basic and diluted) in periods in which Amkor
reported a profit, and increasing loss from operations, net loss, and net loss per share in periods
in which Amkor reported a loss. Amkor may also be required to record
income tax charges associated with increased taxes arising from the
adjustments and expects that expenses arising from the special
committee review, the restatement and related activities will be
significant. In addition to assessing the impact on its previously
issued financial statements, management is assessing the impact of
the restatement on the Companys internal control over financial
reporting as reported in the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 2005 and
managements evaluation of the effectiveness of disclosure
controls and procedures included in the annual report and the Companys Quarterly Reports
on Form 10-Q for the periods affected. If the restatement is determined to represent a material weakness, management will conclude that the Companys internal control over financial reporting was not effective as of December 31, 2005.
About Amkor
Amkor is a leading provider of advanced semiconductor assembly and test services. The company
offers semiconductor companies and electronics OEMs a complete set of microelectronic design and
manufacturing services. More information on Amkor is available from the companys SEC filings and
on Amkors web site: www.amkor.com.
Forward-Looking Statement Disclaimer
This press release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including statements
regarding the review to be conducted by the Special Committee, the Companys intent to restate its
financial statements and the Companys intent to file the restated financial statements as soon as
practicable. There can be no assurances
that forward-looking statements will be achieved, and actual results could differ materially from
those suggested by the forward-looking statements. Important factors that could cause actual
results to differ
materially include: the results and findings of the review being conducted by the
Special Committee; the impact, if any, of such results or findings on the financial statements of
the Company; the amount or materiality of any additional compensation expense; the effect on the
Companys financial condition and results of operations; the Companys ability to file required
reports with the SEC on a timely basis; impairment of the Companys ability to meet the
requirements of the Nasdaq Stock Market for continued listing of the Companys shares; the expenses
related to the Special Committees review and restatement of the Companys financial statements;
and risks of litigation and governmental or other regulatory inquiry or proceedings arising out of
or related to the Companys historical stock option practices. Therefore, any forward-looking
statements in this Form 8-K should be considered in light of various important factors, including
the risks and uncertainties listed above, as well as others. The Company makes no commitment to
revise or update any forward-looking statements in order to reflect events or circumstances after
the date any such statement is made.
Contact:
Jeffrey Luth
VP Corporate Communications
480-821-5000 ext. 5130
jluth@amkor.com
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