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)
October 23, 2009

AMKOR TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		000-29472		23-1722724
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1900 SOUTH PRICE ROAD
CHANDLER, AZ 85286
(Address of Principal Executive Offices, including Zip Code)

(480) 821-5000
(Registrant’s 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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01		Other Events.

On October 23, 2009, Amkor Technology, Inc., Toshiba Corporation and Nakaya Microdevices Corporation (“NMD”) issued a joint press release announcing that they had signed definitive agreements for the formation of a joint venture to provide semiconductor assembly and final testing services in Japan.

Amkor and Toshiba are expected to acquire 30% and 10% of the common shares of NMD for approximately 1.5 billion JPY (approximately $17 million) and 0.5 billion JPY (approximately $6 million), respectively. NMD will change its name to J-Devices Corporation. J-Devices is expected to borrow approximately 8.5 billion JPY (approximately $95 million) in new debt financing and to acquire the back-end process business of Toshiba LSI Package Solutions Corporation (“TPACS”), which is a Japan-based semiconductor packaging company wholly owned by Toshiba, and certain system LSI and memory back-end process and wafer probing equipment from TPACS and Toshiba for approximately 8.7 billion JPY (approximately $97 million). J-Devices is also expected to enter into a supply agreement, a license agreement, support services agreements and various other agreements with Toshiba and TPACS. TPACS’ employees working for the transferred business are expected to be seconded to J-Devices for a year and then transfer to J-Devices.

Amkor is expected to acquire certain assembly and test equipment from Toshiba and TPACS for approximately 4.0 billion JPY (approximately $45 million) and lease such equipment to J-Devices. The lease would have a three-year term with aggregate annual rental payments of approximately 1.1 billion JPY (approximately $12 million) plus a finance charge equal to the Tokyo Interbank Offered Rate plus 2.8%, insurance and taxes. J-Devices would also have an option to purchase the equipment at the end of the lease term for approximately 1.0 billion JPY (approximately $11 million). J-Devices is also expected to enter into procurement, sales support and various other agreements with Amkor.

In addition, Amkor is expected to have the right to acquire up to a 60% interest in the common shares of J-Devices in 2012, up to 65.7% in 2014 and up to 80% in 2015 and thereafter. The parties expect to enter into a shareholders’ agreement under which significant actions would require unanimous board or unanimous shareholder consent, unless Amkor exercises all of its options to acquire additional shares. Mr. Yoshifumi Nakaya, President and CEO of NMD, will serve as the representative director of J-Devices so long as the ownership percentage of the original shareholders of NMD is greater than or equal to 30% and Mr. Nakaya meets certain performance standards. In certain circumstances, generally if Amkor has exercised certain of the foregoing purchase rights and the other investors so request, Amkor is expected to have the obligation to purchase up to an additional 10% and 20% of the common shares in 2014 and 2015, respectively, and thereafter. The purchase price for any additional common shares would be a formula price based on a multiple of EBITDA and net asset value.

Amkor is expected to account for its initial investment in J-Devices using the equity method.

The closing under the definitive documents is expected to take place on October 30 and is subject to customary closing conditions, including receipt of debt financing.

A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01.		Financial Statements and Exhibits.

(d) Exhibits.

	99.1			Text of Press Release dated October 23, 2009.

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.

EXHIBIT INDEX:

Exhibit				Description
	99.1			Text of Press Release dated October 23, 2009.

Exhibit 99.1

FOR IMMEDIATE RELEASE

Nakaya, Amkor and Toshiba Sign Definitive Agreements
on Joint Venture for Semiconductor Assembly and Test Services

Oita and Tokyo, Japan, and Chandler, AZ, October 23, 2009 -— Nakaya Microdevices Corporation (NMD), Amkor Technology, Inc. (Nasdaq: AMKR) and Toshiba Corporation (TOKYO: 6502) today announced that they have signed definitive agreements for the formation of a joint venture to provide semiconductor assembly and final testing services in Japan. NMD, Amkor and Toshiba entered into discussions regarding a possible joint venture at the start of this year, and today’s announcement follows an April 28, 2009 memorandum of understanding between the parties. The new company is expected to begin operations on October 31.

Under the terms of the definitive agreements, NMD will become a joint venture, 60% owned by the existing shareholders of NMD, 30% by Amkor and 10% by Toshiba, and it will change its name to J-Devices Corporation (“J-Devices”).

Under the definitive agreements, the following equipment and operations will be transferred to J-Devices: the back-end process business, including technology development, at Toshiba LSI Package Solutions Corporation (“TPACS”), a Japan-based semiconductor packaging company wholly owned by Toshiba; the system LSI and memory back-end process equipment at TPACS’ Oita Works and Fukuoka Works; and certain wafer probing equipment installed at Toshiba’s Oita Operations. TPACS’ employees working for the transferred business will engage in the same business at J-Devices.

Amkor is expected to invest approximately 1.5 billion JPY (approximately $17 million) in J-Devices and to purchase certain assembly and test equipment from Toshiba for about 4.0 billion JPY (approximately $45 million) and lease such equipment to J-Devices. Toshiba is expected to invest approximately 0.5 billion JPY. In addition, Amkor will have the right to acquire a majority interest in J-Devices in 2012.

J-Devices aims to become a leading provider of semiconductor assembly and test services in Japan by combining the benefits of NMD’s low-cost operations, Amkor’s manufacturing expertise and global materials and component procurement capabilities, and Toshiba’s cutting-edge technology and know-how.

The closing under the definitive documents is subject to customary closing conditions, including receipt of debt financing.

Outline of J-Devices Corporation (expected upon closing)
Location: 1913-2, Fukura, Usuki City, Oita Prefecture, Japan
President and CEO: Yoshifumi Nakaya
Start of Operation: October 31, 2009 (scheduled)
Ownership: 60% by existing shareholders of NMD, 30% Amkor and 10% Toshiba
Stated Capital: 1,770 million yen (pro forma as of October 31, 2009)
Employees: Approximately 2,000
Business: Semiconductor assembly and testing services

About Nakaya
Founded in 1970 in Oita, Japan, Nakaya Microdevices Corporation has served as an independent provider of semiconductor assembly and test services for nearly 40 years. More information is available in Japanese at http://www.nakaya-md.co.jp/

About Amkor
Amkor is a leading provider of semiconductor assembly and test services to semiconductor companies and electronics OEMs. More information on Amkor is available from the company’s SEC filings and on Amkor’s website: www.amkor.com.

About Toshiba
Toshiba is a world leader and innovator in pioneering high technology, and a diversified manufacturer and marketer of advanced electronic and electrical products spanning information & communications systems; digital consumer products; electronic devices and components; power systems, including nuclear energy; industrial and social infrastructure systems; and home appliances.

Toshiba was founded in 1875, and today operates a global network of more than 730 companies, with 199,000 employees worldwide. Visit Toshiba’s web site at www.toshiba.co.jp/index.htm

# # #

NMD
Disclaimer:

This press release contains forward-looking statements concerning future plans, strategies and the performance of Nakaya Microdevices Corporation. These statements are based on management’s assumptions and beliefs in light of the economic, financial and other data currently available. Furthermore, they are subject to a number of risks and uncertainties. Nakaya therefore wishes to caution readers that actual results might differ materially from our expectations. Major risk factors that may have a material influence on results are indicated below, though this list is not necessarily exhaustive.

•		Disputes including lawsuits in Japan and other countries;
•		Success or failure of alliances or joint ventures promoted in collaboration with other companies;
•		Success or failure of new businesses or R&D investment;
•		Changes in political and economic conditions in Japan and abroad; unexpected regulatory changes;
•		Major disasters, including earthquakes and typhoons;
•		Rapid changes in the supply/demand situation in major markets and intensified price competition;
•		Significant capital expenditure for production facilities and rapid changes in the market;
•		Changes in financial markets, including fluctuations in interest rates and exchange rates.

Amkor
Forward-Looking Statement Disclaimer

This press release contains forward-looking statements within the meaning of U.S. federal securities laws. All statements other than statements of historical fact are considered forward-looking statements including, without limitation, statements regarding the establishment, structure, content and performance of the joint venture. These forward-looking statements involve a number of risks, uncertainties, assumptions and other factors that could affect future results and cause actual results and events to differ materially from historical and expected results and those expressed or implied in the forward looking statements, including, but not limited to, the following: the closing of the joint venture is subject to receipt of debt financing and any necessary government approvals and the other closing conditions contained in the definitive agreements; and the performance of the joint venture will depend on the parties’ ability to successfully integrate and manage their contributions to the venture. Other important risk factors that could affect the outcome of the events set forth in these statements and that could affect the operating results and financial condition of the joint venture or Amkor are discussed in Amkor’s Annual Report on Form 10-K for the year ended December 31, 2008 and in Amkor’s subsequent filings with the Securities and Exchange Commission made prior to or after the date hereof. Amkor undertakes no obligation to review or update any forward-looking statements to reflect events or circumstances occurring after the date of this press release.

Toshiba
Disclaimer:

This press release contains forward-looking statements concerning future plans, strategies and the performance of Toshiba Group. These statements are based on management’s assumptions and beliefs in light of the economic, financial and other data currently available. Furthermore, they are subject to a number of risks and uncertainties. Toshiba therefore wishes to caution readers that actual results might differ materially from our expectations. Major risk factors that may have a material influence on results are indicated below, though this list is not necessarily exhaustive.

•		Disputes including lawsuits in Japan and other countries;
•		Success or failure of alliances or joint ventures promoted in collaboration with other companies;

•		Success or failure of new businesses or R&D investment;
•		Changes in political and economic conditions in Japan and abroad; unexpected regulatory changes;
•		Major disasters, including earthquakes and typhoons;
•		Rapid changes in the supply/demand situation in major markets and intensified price competition;
•		Significant capital expenditure for production facilities and rapid changes in the market;
•		Changes in financial markets, including fluctuations in interest rates and exchange rates.

Press Contact:
Nakaya Microdevices Corporation
Keitaro Kai
TEL: +81-(50)3161-4938
e-mail: keitaro.kai@nakaya-md.co.jp

Amkor Technology, Inc.
Joanne Solomon
Corporate Vice President & Chief Financial Officer
TEL: +1-480-821-5000 Extension 5416
email: joanne.solomon@amkor.com

Toshiba Corporation
Corporate Communications Office
TEL: +81-(3)3457-2105
http://www.toshiba.co.jp/contact/media.htm