SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMKOR TECHNOLOGY, INC.
(NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON (OFFEROR)
OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
NOT APPLICABLE*
(CUSIP NUMBER OF CLASS OF SECURITIES OF UNDERLYING COMMON STOCK)
KEVIN HERON
SENIOR VICE PRESIDENT AND
GENERAL COUNSEL
AMKOR TECHNOLOGY, INC.
1345 ENTERPRISE DRIVE
WEST CHESTER, PENNSYLVANIA 19380
(610) 431-9600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF FILING PERSON)
Copies to:
LARRY W. SONSINI, ESQ.
BRUCE M. MCNAMARA, ESQ.
WILSON SONSINI GOODRICH & ROSATI,
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
(650) 493-9300
CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE
--------------------- --------------------
Not Applicable Not Applicable
* There is no trading market or CUSIP number for the options. The CUSIP
number for the underlying stock is 031652100.
[] Check box if any part of the fee is offset as provided by RULE
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable.
Filing party: Not applicable.
Date filed: Not applicable.
[x] Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[x] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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This filing relates solely to a preliminary communication made before
the commencement of an anticipated voluntary stock option replacement program by
Amkor Technology, Inc. (the "Company").
The following message was sent on Friday, October 11, 2002, by
electronic mail from James Kim, Chairman of the Board and Chief Executive
Officer of the Company, to Company employees.
[TEXT OF EMAIL SENT TO COMPANY EMPLOYEES ON FRIDAY, OCTOBER 11, 2002]
To current eligible Amkor employees,
I am pleased to announce that Amkor's Compensation Committee has approved an
important new stock options exchange program for eligible Amkor employees that
currently have option grants. As a result of the volatility in the stock market
reflecting the current economic climate, many of you hold stock options with an
exercise price that significantly exceeds the market price of our common stock.
Because we recognize that your options may not currently be providing
appropriate performance incentives, we have considered a number of ways to
provide you with the benefit of options that over time may have a greater
potential to increase in value.
As a result, the company has been authorized to initiate an options exchange
program. This is a voluntary program that will allow eligible employees of Amkor
to cancel their current stock options in exchange for new options that will be
granted no earlier than six months and one day after the options are canceled.
As currently planned, the program would provide that each eligible employee will
be granted new options to purchase Amkor common shares equal to the number of
shares that are surrendered and accepted for exchange. Also as currently
planned, the program would provide that the vesting schedule for the new options
will be extended for one year from the current schedule, as of the date of the
new option grant.
Employees will be receiving detailed information about this program from the HR
department subsequently, including a set of frequently asked questions and
answers about the program. The program will be conducted under the terms and
conditions of a formal exchange offer that will be filed subsequently with the
SEC.
This program is a demonstration that Amkor's leadership values it's people and
is committed to the future success of Amkor. I know that you will do your utmost
to make Amkor's shares valuable to yourselves and to our shareholders.
Thank you for your continuing hard work and commitment to our success.
Sincerely,
Jim Kim
Amkor Technology, Inc. has not yet commenced the option exchange program
described in this communication. Upon commencement of the program, Amkor will
file with the Securities and Exchange Commission a Schedule TO and related
exhibits, including the Offer to Exchange, an Election Form and other related
documents (collectively, the "Exchange Offer Documents"). The Exchange Offer
Documents will be delivered to all employees of Amkor. Employees are strongly
encouraged and advised to read all of the Exchange Offer Documents when these
documents become available because they will contain important information about
the offer. The Schedule TO and related exhibits will be available without charge
at the Securities and Exchange Commission website at www.sec.gov and Amkor's
website at www.amkor.com. When the information becomes available, we strongly
urge eligible employees to read all the materials carefully and understand the
risks before making a decision. We also strongly encourage eligible employees
consult tax and financial advisors before making any decision about the program.
This communication does not constitute an offer to sell or exchange or the
solicitation of an offer to buy or exchange any securities, nor shall there be
any sale or exchange of securities in any state in which such offer,
solicitation, sale or exchange would be unlawful prior to registration or
qualification of the securities under the securities laws of that state.
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