UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
| Securities Act Rule 801 (Rights Offering) | ¨ | |
| Securities Act Rule 802 (Exchange Offer) | ¨ | |
| Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) | x | |
| Exchange Act Rule 14d-1(c) (Third Party Tender Offer) | ¨ | |
| Exchange Act Rule 14e-2(d) (Subject Company Response) | ¨ |
ChipMOS TECHNOLOGIES (Bermuda) LTD.
(Name of Subject Company)
N/A
(Translation of Subject Company’s Name into English (if applicable))
Bermuda
(Jurisdiction of Subject Company’s Incorporation or Organization)
ChipMOS TECHNOLOGIES (Bermuda) LTD.
(Name of Person(s) Furnishing Form)
1.75% Convertible Senior Notes due 2009
(Title of Class of Subject Securities)
Not Applicable
(CUSIP Number of Class of Securities (if applicable))
CT Corporation System
111 Eighth Avenue, New York, New York 10011
Tel: (212) 894-8600
(Name, Address (including zip code) and Telephone Number (including area code) of
Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)
September 20, 2006
(Date Tender Offer/Rights Offering Commenced)
PART I - INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
| (a) | The following documents are attached as exhibits to this Form: |
| Exhibit Number |
Description | |
| (a)(1) | Notice to holders (the “Holders”) of 1.75% Convertible Senior Notes due 2009 (the “Notes”) issued by ChipMOS TECHNOLOGIES (Bermuda) LTD. (the “Company”) in connection with the option of the Holders to require the Company to repurchase the Notes on November 3, 2006 pursuant to the Indenture, dated as of November 3, 2004, between the Company and The Bank of New York. | |
| (a)(2) | Press Release, dated September 20, 2006. | |
| (b) | Not applicable. |
Item 2. Informational Legends
Not applicable.
PART II - - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
| (1) | Not applicable. |
| (2) | Not applicable. |
| (3) | Not applicable. |
PART III - CONSENT TO SERVICE OF PROCESS
Concurrently with the furnishing of this Form CB with the Securities and Exchange Commission (the “SEC”), the Company is filing with the SEC a written irrevocable consent and power of attorney on Form F-X. The Company will promptly communicate any change in the name of address of its agent of service to the SEC by amendment of the Form F-X.
PART IV - SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| ChipMOS TECHNOLOGIES (Bermuda) LTD. | ||
| By: | /S/ S. J. Cheng | |
| Name: | Shih-Jye Cheng | |
| Title: | Chairman and Chief Executive Officer | |
2
Exhibit (a) (1)
NOTICE TO HOLDERS OF
1.75% CONVERTIBLE SENIOR NOTES DUE 2009
ISSUED BY
ChipMOS TECHNOLOGIES (Bermuda) LTD.
NOTICE IS HEREBY GIVEN pursuant to Sections 10.1 and 10.3 of the Indenture (the “Indenture”), dated as of November 3, 2004, between ChipMOS TECHNOLOGIES (Bermuda) LTD., an exempted company incorporated with limited liability under the laws of Bermuda (the “Company”), and The Bank of New York, as trustee, in connection with the 1.75% Convertible Senior Notes due 2009 (the “Notes”) of the Company, that each holder of the Notes (the “Holder”), at its option, may require the Company to repurchase (the “Repurchase Right”) on November 3, 2006 (the “Repurchase Date”), all of such Holder’s Notes not previously converted or called for redemption or repurchased, or any portion of the Principal thereof that is equal to US$1,000 or an integral multiple thereof (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to US$1,000 or an integral multiple thereof), at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest on the Notes up to, but excluding, the Repurchase Date (the “Repurchase Price”).
To exercise your Repurchase Right and receive payment of the Repurchase Price, you must deliver, pursuant to Sections 10.1 and 10.4 of the Indenture, to the office of The Bank of New York, as Paying Agent (the “Paying Agent”), at the address specified below, no earlier than October 5, 2006 and no later than 5:00 p.m., London time, on Friday, October 27, 2006, the following:
| • | a completed Repurchase Notice, the form of which is enclosed herein as Annex A; and |
| • | the Notes or cause such Notes to be delivered through the facilities of the Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, societe anonyme (“Clearstream”), as applicable, with respect to which the Repurchase Rights is being exercised. |
Notwithstanding anything herein to the contrary, any Holder which has delivered a completed Repurchase Notice to the Paying Agent shall have the right to withdraw such Repurchase Notice by delivery of a written notice of withdrawal delivered to the office of the Paying Agent at the address specified below at any time prior to 5:00 p.m., London time, on Friday, October 27, 2006, specifying:
| • | the certificate number, if any, of the Note or Notes in respect of which such notice of withdrawal is being submitted; |
| • | the Principal amount of the Note or Notes with respect to which such notice of withdrawal is being submitted; and |
| • | the Principal amount, if any, of such Note or Notes which remains subject to the original Repurchase Notice and which has been or will be delivered for repurchase by the Company. |
Any Notes as to which a Repurchase Notice has been given may be converted, if they are otherwise convertible pursuant to terms of the Indenture and the Notes, only if the completed and delivered Repurchase Notice has been validly withdrawn in accordance with the procedures set forth above. As of the date of this Notice, the Conversion Price of the Notes is US$6.28, which was adjusted from the initial Conversion Price of US$7.85, and may be subject to further adjustment pursuant to the terms of the Indenture.
Unless the Company defaults in making payment of the Repurchase Price or Interest on the Notes surrendered for repurchase by the Company, Interest will cease to accrue on and after the Repurchase Date.
The Common Code number of the Notes is 020465026.
All capitalized terms used but not specifically defined herein shall have the meanings given to such terms in the Indenture.
Any Repurchase Notice and notice of withdrawal must be delivered by mail, courier or facsimile to the Paying Agent as follows:
Paying Agent: The Bank of New York
| By Regular, Registered or Certified Mail or Overnight Courier: |
By Facsimile: | |
| The Bank of New York One Canada Square London E14 5AL United Kingdom Attention: Global Trust Services
With a copy to: The Bank of New York One Temasek Avenue #02-01 Millenia Tower Singapore 039192 |
(44) 20-7964-6399 Attention: Global Trust Services
(65) 6883-0338 | |
Purchase other than through Repurchase Right
The Company may purchase the Notes or arrange for the purchase of the Notes or the common shares of the Company into which the Notes are convertible other than through an exercise of the Repurchase Right by the Holders of the Notes. Any such purchases if commenced may be discontinued at any time. If the Company purchases or arranges to purchase any of the Notes or
the common shares into which the Notes are convertible it shall so disclose such purchases or arrangements to purchase through submissions under the cover of Form 6-K to the U.S. Securities and Exchange Commission.
The date of this Notice is September 20, 2006
ANNEX A
FORM OF REPURCHASE NOTICE
| To: | ChipMOS TECHNOLOGIES (Bermuda) LTD. |
11F, No. 3, Lane 91, Dongmei Road
Hsinchu, Taiwan
Republic of China
RE: 1.75% Convertible Senior Notes due 2009
The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from ChipMOS TECHNOLOGIES (Bermuda) LTD. (the “Company”) as to the occurrence of a Repurchase Event with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 principal amount or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Note, together with Interest on such principal amount, if any, accrued and unpaid to, but excluding, such date, to the registered Holder hereof. All capitalized term used but not specially defined herein shall have the meanings given to such terms in the Indenture, dated as November 3, 2004, between the Company and The Bank of New York, as Trustee.
Your Name:
(Print your name exactly as it appears on the face of this Note)
Dated:
Your Signature:
(Sign exactly as your name appears on the face of this Note)
Social Security or other Taxpayer Identification Number:
Principal amount to be repurchased (if less than all): $
Certificate number:
Exhibit (a) (2)
| In Taiwan Dr. S.K. Chen ChipMOS TECHNOLOGIES (Bermuda) LTD. +886-6-507-7712 s.k. chen@chipmos.com |
In the U.S. David Pasquale The Ruth Group 646-536-7006 dpasquale@theruthgroup.com |
ChipMOS PROVIDES NOTICE OF REPURCHASE RIGHT TO HOLDERS OF 1.75%
CONVERTIBLE SENIOR NOTES DUE 2009
Hsinchu, Taiwan, September 20, 2006 – ChipMOS TECHNOLOGIES (Bermuda) LTD. (“ChipMOS” or the “Company”) (Nasdaq: IMOS) today provided notice (the “Repurchase Notice”) to the holders (the “Holders”) of its 1.75% Convertible Senior Notes due 2009 (the “Notes”) that, pursuant to the Indenture (the “Indenture”), dated as of November 3, 2004, between the Company and The Bank of New York, as trustee, each Holder may at its option require the Company to repurchase on November 3, 2006 (the “Repurchase Date”), all of such Holder’s Notes not previously converted or called for redemption or repurchased, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest on the Notes up to, but excluding, the Repurchase Date.
ChipMOS originally issued US$85 million aggregate principal amount of the Notes in November 2004 in reliance of Regulation S under the U.S. Securities Act of 1933.
To exercise the repurchase right, the Holders must complete and deliver the notice of repurchase form attached to the Repurchase Notice to The Bank of New York, as the paying agent, no earlier than October 5, 2006 and no later than 5:00 p.m., London time, on Friday, October 27, 2006 and comply with certain other procedures set forth in the Repurchase Notice and the Indenture. The Repurchase Notice will also be furnished to the Securities and Exchange Commission on Form CB today and may be obtained by contacting The Bank of New York by mail at One Canada Square, London E14 5AL, United Kingdom, Attention: Global Trust Services Department or by facsimile at +44-20-7964-6399.
About ChipMOS TECHNOLOGIES (Bermuda) LTD.:
ChipMOS (http://www.chipmos.com/) is a leading independent provider of semiconductor testing and assembly services to customers in Taiwan, Japan, and the U.S. With advanced facilities in Hsinchu and Southern Taiwan Science Parks in Taiwan and Shanghai, ChipMOS and its subsidiaries provide testing and assembly services to a broad range of customers, including leading fabless semiconductor companies, integrated device manufacturers and independent semiconductor foundries.
Forward-Looking Statements
Certain statements contained in this announcement may be viewed as “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual performance, financial condition or results of operations of the Company to be materially different from any future performance, financial condition or results of operations implied by such forward-looking statements. Further information regarding these risks, uncertainties and other factors is included in the Company’s most recent Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) and in the Company’s other filings with the SEC.
Purchase other than through Repurchase Right
The Company may purchase the Notes or arrange for the purchase of the Notes or the common shares of the Company into which the Notes are convertible other than through an exercise of the Repurchase Right by the Holders of the Notes. Any such purchases if commenced may be discontinued at any time. If the Company purchases or arranges to purchase any of the Notes or the common shares into which the Notes are convertible it shall so disclose such purchases or arrangements to purchase through submissions under the cover of Form 6-K to the SEC.