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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent 7/09/04 Asat Holdings Ltd 20-F 4/30/04 9:348 RR Donnelley/FA
Document/Exhibit Description Pages Size
1: 20-F Annual Report of a Foreign Private Issuer HTML 1,529K
2: EX-1.2 Restated Articles of Association of Asat Holdings 1 6K
Limited
3: EX-4.6 Indenture Dated As of January 26, 2004 113 594K
4: EX-4.8 Lease Agreement Dated As of May 7, 2004 17 64K
5: EX-12.1 Certification of Chief Executive Officer Pursant 2± 11K
to Section 302
6: EX-12.2 Certification of Chief Financial Officer Pursant 2± 11K
to Section 302
7: EX-13.1 Certification of Chief Executive Officer Pursant 1 8K
to Section 906
8: EX-13.2 Certification of Chief Financial Officer Pursant 1 8K
to Section 906
9: EX-14.1 Consent of Independent Auditors 1 7K
| Form 20-F |
As filed with the Securities and Exchange Commission on July 9, 2004
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
| ¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED APRIL 30, 2004 |
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 000-30842
ASAT Holdings Limited
(Exact name of Registrant as specified in its charter)
ASAT Holdings Limited
(Translation of Registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
14th Floor, 138 Texaco Road
Tsuen Wan, New Territories
Hong Kong
(Address of principal executive office)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Name of Exchange on which Registered | |
| None | None |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Class of ordinary shares, par value $0.01
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
| Class |
Number of shares outstanding as of April 30, 2004 | |
| Ordinary Shares, par value $0.01 | 676,972,865 |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:
Yes x No ¨
Indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 ¨ Item 18 x
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PART I
| ITEM 1. | 1 | |||
| ITEM 2. | 1 | |||
| ITEM 3. | 2 | |||
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| ITEM 4. | 21 | |||
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| ITEM 5. | 38 | |||
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| ITEM 6. | 54 | |||
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| ITEM 7. | 59 | |||
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| ITEM 8. | 62 | |||
| ITEM 9. | 63 | |||
| ITEM 10. | 64 | |||
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| 72 | ||||
| ITEM 11. | 72 | |||
| ITEM 12. | 73 |
PART II
| ITEM 13. | 74 | |||
| ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
74 | ||
| ITEM 15. | 74 | |||
| ITEM 16A. | 74 | |||
| ITEM 16B. | 74 | |||
| ITEM 16C. | 75 |
PART III
| ITEM 17. | 76 | |||
| ITEM 18. | 76 | |||
| ITEM 19. | 76 | |||
| 77 | ||||
| F-1 | ||||
In this Annual Report, the terms “we,” “us,” “our,” “our company,” “Company” and “ASAT” refer, as the context requires, either individually or collectively, to ASAT Holdings Limited (“ASAT Holdings”) and also to ASAT Limited (“ASAT HK”), ASAT, Inc., ASAT (Finance) LLC, Timerson Limited, ASAT (Cayman) Limited, ASAT Korea Limited, ASAT GmbH, ASAT (S) Pte Ltd., New ASAT (Finance) Limited, Newhaven Holdings Limited (“Newhaven”), RBR Trading Holding (Curaçao) N.V. (“RBR Antilles”) and R.B.R. Trading Holding B.V. (“RBR Netherlands”) which are each, direct or indirect, wholly owned subsidiaries of ASAT Holdings. Since ASAT S.A. has been under court administration since November 20, 2001, we no longer consolidate its financial results with our financial statements.
A “Glossary of Semiconductor Terms” set out definitions of technical terms used in this Annual Report.
We publish our financial statements in United States dollars, which are referred to as “Dollars” and “$”.
This Annual Report contains forward-looking statements and information that involve risks, uncertainties and assumptions. Forward-looking statements are all statements that concern plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical fact, including, but not limited to, those that are identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “anticipates,” “projects” and similar expressions. Risks and uncertainties that could affect us include, without limitation, dependence on the highly cyclical nature of the semiconductor industry, our ability to rapidly develop and successfully bring to market advanced technologies and services, the incurrence of significant capital expenditures for manufacturing technology and equipment, the success of moving our assembly and test facilities from Hong Kong to Dongguan, operating new assembly and test facilities in China, our high leverage and the restrictive covenants contained in the agreements governing our indebtedness, fluctuating demand and continuous downward pressure on selling prices in the communications sector, inability to meet increased demands of customers, low capacity utilization rates, loss of a large customer, weaknesses in Asian economies, natural disasters, losses of power to our facilities in Dongguan, litigation with Motorola, volatility in the market prices of our ADSs, environmental regulation, fluctuations in foreign currency, uncertainty as to demand from our customers over both the long- and short-term, competitive pricing and declines in average selling prices we experience, the timing and volume of orders relative to our production capacity, complexity in our assembly processes, the availability of financing, competition and the greater operating and financial resources of competitors, ability to successfully complete potential acquisitions and integrate other parties into our business, dependence on raw material, equipment suppliers and the enforcement of intellectual property rights by or against us and the possible difficulties in obtaining additional financing. Should one or more of such risks and uncertainties materialize, or should any underlying assumption prove incorrect, actual outcomes may vary materially from those indicated in the applicable forward-looking statements. Any forward-looking statement or information contained in this document speaks only as of the date the statement was made.
All of our forward-looking statements made herein and elsewhere are qualified in their entirety by the risk factors discussed in Item 3 “Key Information—Risk Factors” and other cautionary statements appearing in Item 5 “Operating and Financial Review and Prospects” in this Annual report. These risk factors and statements describe circumstances which could cause actual results to differ materially from those contained in any forward-looking statement.
We do not intend to update or revise any forward-looking statements made herein to reflect actual results or changes in assumptions, future events or otherwise.
i
GLOSSARY OF SEMICONDUCTOR TERMS
This glossary contains definitions and other terms as they relate to our businesses and as they are used in this report. As such, these definitions may not correspond to standard industry definitions.
| Array | A group of items (elements, leads, bonding pads, circuits, etc.) arranged in rows and columns. | |
| BGA | A standard type of commodity semiconductor packaging known as a “ball grid array” where solder balls have been applied to the external electrical contacts on the package for subsequent use in electrically affixing the package to the corresponding leads on a printed circuit board. | |
| Chip | An individual integrated circuit that has not yet been packaged. Also used as a generic term for semiconductor devices. Often called a “die”. | |
| Chipset | Two or more chips designed to perform as a unit for one or more functions. | |
| Chipscale packages | Any semiconductor package in which the package is approximately 1.2 times the size of the semiconductor chip. | |
| Deposition | A term applied to growing thin layers within in a vacuum condensation mode, or via electroplating techniques. | |
| Die | A synonym for a semiconductor “chip”. | |
| Encapsulation | Enclosing the die in an organic medium which protects the die and wire bonds from the environment. | |
| fpBGA | Fine Pitch Ball Grid Array. A distinct technically evolved version of a BGA package, mounted on tape substrate, that has a solder ball pitch of less than 1.0 mm. | |
| FxBGA | A new and flexible advanced BGA package that is thinner, has a higher circuit density and improved electrical and thermal performance. | |
| Flip chip | Type of PBGA package which uses an array of solder bumps on the bottom of the semiconductor chip to connect the chip to the balls on the bottom of the package. | |
| Input/Output | A connector which interconnects the chip to the package or one package level to the next level in the hierarchy. Also referred to as pin-out connections or terminals. Sometimes referred to as “I/O.” | |
| Integrated circuit | A combination of two or more transistors on a base material, usually silicon. All semiconductor chips, including memory chips and logic chips, are very complicated integrated circuits with thousands of transistors. | |
| Laminate substrate | An organic substrate used for the routing of PBGA products between the chip pads and the solder ball pads. | |
| Leadframe | A metal frame designed to connect to the bonding pads of the chip by lead, that provides rigidity, heat dissipation and electrical connection to external points. | |
| LPCC | Our trademarked acronym for our Leadless Plastic Chip Carrier, a leadframe based chipscale package. The LPCC is the trademark for ASAT’s QFN product family. | |
| Mixed signal products | Products that can process both digital and analog data signals. | |
| Molding | Encapsulating the chip, leadframe and wirebondings in molded plastic with leads protruding. The molded plastic is an epoxy based material called “molding compound.” | |
ii
| MSL-1 Capability | Process technology which allows our leadframe based packages to achieve moisture sensitive level one. This technology allows for an assembled product shelf life of essentially unlimited duration. | |
| MSP Technology | Multi-System in a Package Technology is customer specific technology incorporating multi-functions of a circuit in a single package. | |
| PBGA | The acronym for a standard type of commodity BGA packaging known as “plastic ball grid array”, where the chip is placed on top of a laminate plastic substrate that has a grid of solder balls underneath for use in connecting the packaged device to a printed circuit board. | |
| Pitch | The center-to-center distance between adjacent leads on a package. | |
| Power management system | A class of semiconductor packages that incorporate features to increase the thermal dissipation properties of the package. | |
| Printed circuit board | A laminate sheet made of organic materials with metallic interconnects into which integrated circuits are soldered. Wires on the board connect the circuits with each other, forming a larger functional unit. Printed circuit boards generally are a subsystem within a larger electronic system. | |
| QFN | The acronym for the industry standard leadless chipscale package known as the “quad flat pack no lead” package type. | |
| QFP | The acronym for the Quad Flat Pack, which is a semiconductor package with leads on all four sides attached to a printed circuit board by surface mounting. | |
| SiP | The acronym for “system-in-package” devices. SiP packages contain numerous electrically interconnected active and passive semiconductor components. | |
| Solder ball | A tin and lead alloy sphere that is attached to a BGA substrate to allow for printed circuit board attachment. | |
| Substrate | The underlying material upon which a device, circuit, or epitaxial layer is fabricated, normally a silicon wafer. | |
| Surface mounting | A printed circuit board packaging technique in which the leads (pins) on the chips and components are soldered directly onto the top of the board. | |
| TAPP | Our trademarked acronym for our Thin Array Plastic Packaging Technology which provides metallic contacts to the circuit board allowing high density circuitry in a small footprint package. | |
| TBGA | Tape Ball Grid Array, which is a BGA package with a more flexible substrate and higher density than conventional plastic packages. | |
| TQFP | Thin Quad Flat Package, which is a standard leaded package. | |
| Wafer | Thin, round, flat piece of silicon that is the base of most integrated circuits. Many individual semiconductor die are fabricated at the same time on one wafer. These die are then saw-singulated into individual semiconductor die or chips. | |
| Wire bonding | The method used to attach very fine wire to semiconductor components in order to provide electrical continuity between the semiconductor chip and a terminal in the lead frame or substitute. | |
iii
PART I
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
Not applicable.
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE |
Not applicable.
1
| ITEM 3. | KEY INFORMATION |
The following table represents selected historical consolidated financial data for ASAT for the five-year period ended April 30, 2004. The selected historical consolidated financial data below as of April 30, 2003 and 2004 and for the years ended April 30, 2002, 2003 and 2004 were derived from our audited consolidated financial statements as of such dates and for such periods included elsewhere in this Annual Report. The selected historical consolidated financial data below as of April 30, 2000, 2001 and 2002 and for the years ended April 30, 2000 and 2001 were derived from our audited consolidated financial statements as of such dates and for such periods, not included in this Annual Report. The financial information included in this Annual Report does not reflect our results of operations, financial position and cash flows in the future and our past operating results are no guarantee of our future operating performance. In this Annual Report, all references to fiscal years are to the Company’s fiscal years ended April 30th, thus the fiscal year 2004 refers to the fiscal year ended on April 30, 2004.
The selected historical consolidated financial data is qualified by reference to, and should be read in conjunction with, Item 5 “Operating and Financial Review and Prospects” and our consolidated financial statements and the related notes, included elsewhere in this Annual Report.
| Fiscal Year Ended April 30, |
||||||||||||||||||||
| 2000 |
2001 |
2002 |
2003 |
2004 |
||||||||||||||||
| (In thousands of dollars, except for share and ADS data) | ||||||||||||||||||||
| Statement of Operations Data: |
||||||||||||||||||||
| Net sales |
$ | 312,131 | $ | 340,236 | $ | 102,408 | $ | 150,090 | $ | 214,674 | ||||||||||
| Cost of sales |
199,636 | 244,484 | 132,533 | 140,366 | 174,275 | |||||||||||||||
| Gross profit (loss) |
112,495 | 95,752 | (30,125 | ) | 9,724 | 40,399 | ||||||||||||||
| Operating expenses: |
||||||||||||||||||||
| Selling, general and administrative expenses |
26,453 | 37,631 | 30,368 | 24,215 | 24,775 | |||||||||||||||
| Research and development |
4,676 | 5,954 | 6,437 | 5,299 | 4,562 | |||||||||||||||
| Reorganization expenses |
— | 2,603 | 2,327 | 713 | — | |||||||||||||||
| Impairment of property, plant and equipment |
12,340 | — | — | 81,807 | 2,387 | |||||||||||||||
| Facilities charge |
— | — | — | — | 306 | |||||||||||||||
| Non-recoverable and unutilized architectural cost |
— | — | 4,500 | — | — | |||||||||||||||
| Write-off in relation to ASAT S.A. |
— | — | 24,285 | — | — | |||||||||||||||
| Total operating expenses |
43,469 | 46,188 | 67,917 | 112,034 | 32,030 | |||||||||||||||
| Income (Loss) from operations |
69,026 | 49,564 | (98,042 | ) | (102,310 | ) | 8,369 | |||||||||||||
| Other income (expense), net(1) |
1,048 | 6,451 | (1,499 | ) | 1,709 | 689 | ||||||||||||||
| Charges on early extinguishment of debt (3) |
— | (13,126 | ) | — | — | — | ||||||||||||||
| Charges on early redemption of 12.5% senior notes (4) |
— | — | — | — | (10,346 | ) | ||||||||||||||
| Interest expense |
(18,994 | ) | (18,119 | ) | (14,246 | ) | (13,652 | ) | (15,425 | ) | ||||||||||
| Recapitalization costs(2) |
(6,813 | ) | — | — | — | — | ||||||||||||||
| Income (Loss) before income taxes |
44,267 | 24,770 | (113,787 | ) | (114,253 | ) | (16,713 | ) | ||||||||||||
| Income tax (expense) benefit |
(9,558 | ) | (5,350 | ) | 10,960 | 15,174 | (4 | ) | ||||||||||||
| Net income (loss) |
$ | 34,709 | $ | 19,420 | $ | (102,827 | ) | $ | (99,079 | ) | $ | (16,717 | ) | |||||||
| Net income (loss) per share (basic and diluted)(5) |
$ | 0.06 | $ | 0.03 | $(0.15 | ) | $(0.15 | ) | $(0.02 | ) | ||||||||||
| Net income (loss) per ADS (basic and diluted)(5) |
$ | 0.30 | $ | 0.15 | $(0.77 | ) | $(0.74 | ) | $(0.12 | ) | ||||||||||
| Weighted average number of shares outstanding(5) |
576,000,000 | 654,962,375 | 669,218,720 | 668,947,000 | 671,721,610 | |||||||||||||||
| Weighted average number of ADSs outstanding(5) |
115,200,000 | 130,992,475 | 133,843,744 | |||||||||||||||||