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1900 South Price Road

Chandler, Arizona 85248

 

July 14, 2006

To Our Stockholders:

 

You are cordially invited to attend the Annual Meeting of Stockholders of Amkor Technology, Inc. The Annual Meeting will be held on Tuesday, August 8, 2006 at 11:00 a.m., at the Valley Forge Suites (formerly known as the Wyndham), located at 888 Chesterbrook Boulevard, Wayne, Pennsylvania 19087, telephone number (610) 647-6700.

 

The actions expected to be taken at the Annual Meeting are described in detail in the attached Proxy Statement and Notice of Annual Meeting of Stockholders.

 

We also encourage you to read the Annual Report. It includes information about our Company, as well as our audited financial statements. A copy of our Annual Report was previously sent to you or is included with this Proxy Statement.

 

Please use this opportunity to take part in the affairs of Amkor by voting on the business to come before this meeting. Whether or not you plan to attend the meeting, please complete, sign, date and return the accompanying proxy in the enclosed postage-paid envelope. Returning the proxy does NOT deprive you of your right to attend the meeting and to vote your shares in person for the matters to be acted upon at the meeting.

 

We look forward to seeing you at the Annual Meeting.

 

Sincerely,

James J. Kim

Chairman of the Board and

Chief Executive Officer

 

AMKOR TECHNOLOGY, INC.

 

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on August 8, 2006

 

Dear Amkor Stockholder:

 

On Tuesday, August 8, 2006, Amkor Technology, Inc., a Delaware corporation, will hold its 2006 Annual Meeting of Stockholders at the Valley Forge Suites (formerly known as the Wyndham), located at 888 Chesterbrook Boulevard, Wayne, Pennsylvania 19087, telephone number (610) 647-6700. The meeting will begin at 11:00 a.m.

 

Only stockholders who held shares of Amkor common stock at the close of business on June 30, 2006 may vote at this meeting or any adjournments that may take place. At the meeting we will:

 

1. Elect the Board of Directors.

 

2. Approve the ratification of the appointment of our independent registered public accounting firm for 2006.

 

3. Attend to other business properly presented at the meeting.

 

The Board of Directors recommends that you vote in favor of the two

proposals outlined in this proxy statement.

 

The approximate mailing date of this proxy statement and proxy card is July 14, 2006.

 

THE BOARD OF DIRECTORS

 

July 14, 2006

Chandler, Arizona

 

AMKOR TECHNOLOGY, INC.

 

 

PROXY STATEMENT

 

 

INFORMATION CONCERNING SOLICITATION AND VOTING

 

This proxy statement is furnished in connection with the solicitation by the Board of Directors of Amkor Technology, Inc. of proxies to be voted at the Annual Meeting of Stockholders to be held on Tuesday, August 8, 2006, at 11:00 a.m., and at any adjournment that may take place.

 

The Annual Meeting will be held at the Valley Forge Suites (formerly known as the Wyndham), located at 888 Chesterbrook Boulevard, Wayne, Pennsylvania 19087, telephone number (610) 647-6700. Our principal executive offices are located at 1900 South Price Road, Chandler, Arizona 85248, telephone number (480) 821-5000.

 

We intend to mail definitive copies of these proxy materials on or about July 14, 2006 to stockholders of record who held our common stock on June 30, 2006.

 

The following is important information in a question-and-answer format regarding the Annual Meeting and this proxy statement.

 

 

 

    AND

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROPOSAL ONE

 

ELECTION OF DIRECTORS

 

There are seven candidates nominated for election to the Board of Directors (“Board of Directors” or “Board”) this year, all of whom are incumbent directors. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the election of the seven nominees named below. Each nominee has consented to be named a nominee in this proxy statement and to serve as a director if elected. Should any nominee become unable or decline to serve as a director or should additional persons be nominated at the meeting, the proxy holders intend to vote all proxies received by them in such a manner as will assure the election of as many nominees identified below as possible (and, if additional nominees have been designated by the Board to fill any vacancies, in such manner as to elect such additional nominees). All directors are elected annually and serve a one-year term until our next annual meeting, or until their successor is duly elected. We expect that each nominee will be able to serve as a director.

 

Required Vote

 

Directors are elected by a plurality of votes cast, so the seven candidates receiving the highest number of affirmative votes cast will be elected as directors. Votes withheld and broker non-votes are not counted toward the total votes cast in favor of a nominee.

 

The Board unanimously recommends a vote FOR the
election of each of the nominees for director below.

 

Nominees for the Board of Directors

 

The following table sets forth the names and the ages as of June 30, 2006 of our seven incumbent directors who are being nominated for election to the Board of Directors.

 

 

 

 

Biographies of Nominees and Current Directors

 

James J. Kim.  James J. Kim, 70, has served as our Chief Executive Officer and Chairman since September 1997. Mr. Kim founded our predecessor, Amkor Electronics, Inc., in 1968 and served as its Chairman from 1970 to April 1998. Mr. Kim is a director of GameStop Corp., a leading global video game and entertainment software retailer. Mr. James J. Kim is the father of John T. Kim, a member of our Board.

 

Roger A. Carolin.  Roger A. Carolin, 50, was elected to our Board of Directors in February 2006. Mr. Carolin is currently a Venture Partner at SCP Partners, a multi-stage venture capital firm with over $800 million under management that invests in technology oriented companies. At SCP, Mr. Carolin works to identify attractive investment opportunities and assists portfolio companies in the areas of strategy development, operating

management and intellectual property. Mr. Carolin co-founded CFM Technologies, Inc., a global manufacturer of semiconductor process equipment, and served as its Chief Executive Officer for 10 years until the company was acquired. Mr. Carolin formerly worked for Honeywell, Inc. and General Electric Co., where he developed test equipment and advanced computer systems for on-board missile applications. Mr. Carolin holds a B.S. in Electrical Engineering from Duke University and an M.B.A. from Harvard Business School.

 

Winston J. Churchill.  Winston J. Churchill, 65, has been a director of Amkor since July 1998. Mr. Churchill is the managing general partner of SCP Partners, a multi-stage venture capital firm with over $800 million under management that invests in technology oriented companies. Mr. Churchill is also Chairman of CIP Capital Management, Inc., an SBA licensed private equity fund. Previously, Mr. Churchill was a managing partner of Bradford Associates, which managed private equity funds on behalf of Bessemer Securities Corporation and Bessemer Trust Company. From 1967 to 1983 he practiced law at the Philadelphia firm of Saul Ewing, LLP where he served as Chairman of the Banking and Financial Institutions Department, Chairman of the Finance Committee and was a member of the Executive Committee. Mr. Churchill is a director of Auxilium Pharmaceuticals, Inc., Griffin Land and Nurseries, Inc., Innovative Solutions and Support, Inc. and of various SCP portfolio companies. In addition, he serves as a director of a number of charities and as trustee of educational institutions including Fordham University, Georgetown University, Immaculata University, the Gesu School and the Young Scholars Charter School. From 1989 to 1993, Mr. Churchill served as Chairman of the Finance Committee of the Pennsylvania Public School Employees’ Retirement System.

 

Gregory K. Hinckley.  Gregory K. Hinckley, 59, has been a director of our Company since November 1997. Mr. Hinckley has served as Director, President and Chief Operating Officer of Mentor Graphics Corporation, an electronics design automation software company, since November 2000. From January 1997 until November 2000, he held the position of Executive Vice President, Chief Operating Officer and Chief Financial Officer of Mentor Graphics Corporation. He is a member of the board of directors of Unova, Inc. and Arcsoft, Inc.

 

John T. Kim.  John T. Kim, 37, has been a director of Amkor since August 2005. Mr. Kim served in various capacities at Amkor between 1992 and 2005, as an Amkor employee and as an employee of our predecessor, Amkor Electronics, Inc., including as Director of Investor Relations, Director of Corporate Development and as Director of Procurement. Mr. Kim resigned as an Amkor employee when he was elected to the Board. Mr. John T. Kim is the son of James J. Kim, our Chief Executive Officer and Chairman.

 

Constantine N. Papadakis.  Constantine N. Papadakis, 60, has been a director of Amkor since August 2005. Dr. Papadakis is President of Drexel University, a position he has held since 1995. From 1986 to 1995, Dr. Papadakis was Dean of the College of Engineering at the University of Cincinnati, and from 1984 to 1986 he was Professor and Head of the Civil Engineering Department of Colorado State University. Prior to returning to academia, Dr. Papadakis served as Vice President of Tetra Tech Inc., a Honeywell subsidiary; as Vice President of STS Consultants, Ltd., and at several engineering positions with Bechtel Power Corporation. He presently serves on the boards of directors of Aqua America, CDI Corp, Mace Security International, Inc., Met-Pro Corporation, the Philadelphia Stock Exchange, Sovereign Bank, Inc., and various charitable and civic organizations.

 

James W. Zug.  James W. Zug, 65, has been a director of Amkor since January 2003. Mr. Zug retired from PricewaterhouseCoopers in 2000 following a 36-year career at PricewaterhouseCoopers and Coopers & Lybrand, both public accounting firms. From 1998 until his retirement, Mr. Zug was Global Leader — Global Deployment for PricewaterhouseCoopers. From 1993 to 1998 Mr. Zug was Managing Director International for Coopers & Lybrand. He also served as audit partner for a number of public companies over his career. PricewaterhouseCoopers is Amkor’s independent registered public accounting firm; however, Mr. Zug was not involved with servicing Amkor during his tenure at PricewaterhouseCoopers. Mr. Zug serves on the boards of directors of Allianz Funds, the Brandywine Group of mutual funds and Teleflex, Inc. Mr. Zug served on the boards of directors of SPS Technologies, Inc. and Stackpole Ltd. prior to the sale of both of these companies in 2003.

Director Compensation

 

We do not compensate directors who are also employees or officers of our Company for their services as directors. Non-employee directors, however, are eligible to receive: (1) an annual retainer of $25,000, (2) $2,000 per Board meeting that they attend, (3) $2,000 per Board committee meeting that they attend or $3,000 for committee chairs, and (4) $500 per non-regularly scheduled telephonic meeting of the Board of Directors and Board committees in which they participate. We also reimburse non-employee directors for travel and related expenses incurred by them in attending Board and committee meetings.

 

Stock Option Plans

 

The 1998 Director Option Plan (the “Director Plan”) was adopted by our Board of Directors in January 1998. A total of 300,000 shares of common stock have been reserved for issuance under the Director Plan. The option grants under the Director Plan are automatic and non-discretionary. As of January 1, 2003, the Director Plan provides for an initial grant of options to purchase 20,000 shares of common stock to each new non-employee director of the Company when such individual first becomes an outside director. In addition, each non-employee director will automatically be granted subsequent options to purchase 10,000 shares of common stock on each date on which such director is re-elected by the stockholders of the Company, provided that as of such date such director has served on the Board of Directors for at least six months. As of December 31, 2005, there were 105,000 shares available for future grants under the Director Plan. Future grants to non-employee directors may also be granted under the 1998 Stock Plan, which was adopted by our Board of Directors in January 1998 (the “1998 Stock Plan”), and has terms substantially similar to the Director Plan.

 

If all or substantially all of our assets are sold to another entity or we merge with or into another corporation or entity, the acquiring entity or corporation may either assume all outstanding options under the Director Plan and 1998 Stock Plan or may substitute equivalent options. Following an assumption or substitution, if the director is terminated other than upon a voluntary resignation, any assumed or substituted options will vest and become exercisable in full. If the acquiring entity does not either assume all of the outstanding options under the Director Plan or 1998 Stock Plan, as applicable, or substitute an equivalent option, each option issued under the Director Plan or 1998 Stock Plan, as applicable, will immediately vest and become exercisable in full. The Director Plan and 1998 Stock Plan will terminate in January 2008 unless sooner terminated by the Board of Directors.

 

BOARD MEETINGS & COMMITTEES

 

Our Board of Directors meets approximately four times a year in regularly scheduled meetings, but will meet more often if necessary. The Board held thirteen meetings and acted by unanimous written consent on four occasions during 2005. Each director attended at least 75% of all Board and applicable committee meetings. The Board has determined that each of Messrs. Carolin, Churchill, Hinckley, Papadakis and Zug is independent under the listing standards of The NASDAQ Stock Market (“Nasdaq”).

 

The Board has established a Compensation Committee, an Audit Committee and a Nominating and Governance Committee. All members of the committees are appointed by the Board, and the Board has determined them to be independent under the Nasdaq listing standards.

 

Compensation Committee

 

The Compensation Committee is currently comprised of Mr. Churchill and Dr. Papadakis. The Compensation Committee reviews and recommends to the Board the compensation and compensation policy for our executive officers and directors, the compensation goals, guidelines and bonus criteria for our employees, and the provisions of and amendments to our employee benefit plans. In addition, the Compensation Committee acts as administrator for the Company’s stock plans. During 2005, the Compensation Committee did not meet apart from regular meetings with the entire Board of Directors. The Board has adopted a written charter for the Compensation Committee, a copy of which is available on our website at www.amkor.com.

Audit Committee

 

The Audit Committee is comprised of Messrs. Carolin, Hinckley and Zug, each of whom the Board has determined meets the independence and financial sophistication requirements set forth in the Nasdaq Marketplace Rules and SEC regulations. The Board has determined that each of Messrs. Carolin, Hinckley and Zug, qualifies as an audit committee financial expert as defined in the SEC regulations.

 

Among its responsibilities, the Audit Committee: (1) appoints our independent registered public accounting firm, (2) discusses and reviews in advance the scope and the fees of the annual audit with the independent registered public accounting firm, (3) reviews the results of the audit with the independent registered public accounting firm and discusses the foregoing with the Company’s management, (4) reviews and approves non-audit services of the independent registered public accounting firm, (5) reviews the Company’s accounting policies and financial statements and discusses the foregoing with the Company’s management, (6) reviews the activities, organizational structure and qualifications of the Company’s internal audit function, (7) reviews management’s policies and procedures relating to the adequacy of our internal control over financial reporting and compliance with additional laws and regulations, (8) reviews and discusses with our independent registered public accounting firm their independence, and (9) reviews and approves in advance any proposed related party transactions. The Board has adopted a written charter for the Audit Committee, a copy of which was filed with the Proxy Statement for the 2004 Annual Meeting of Stockholders and which is also available on our website at www.amkor.com. The Audit Committee met fourteen times in 2005 apart from regular meetings with the entire Board, and acted by unanimous written consent on one occasion. In executing its responsibilities, the Audit Committee members regularly communicate with the Company’s management and independent registered public accounting firm, including reviewing the Company’s quarterly earnings prior to the public release of such financial information.

 

Nominating and Governance Committee

 

The Nominating and Governance Committee is comprised of Messrs. Churchill and Zug. The Nominating and Governance Committee among other duties: (1) assists the Board by identifying candidates for director and making recommendations to the Board as to director nominees; (2) develops and recommends to the Board corporate governance guidelines; (3) oversees evaluation of the Board; and (4) recommends committee assignments to the Board. The Board has adopted a written charter for the Nominating and Governance Committee which is available on our website at www.amkor.com. The Nominating and Governance Committee met three times during 2005 apart from regular meetings with the Board.

 

The Nominating and Governance Committee determines the required selection criteria and qualifications of director nominees based upon the needs of our Company at the time nominees are considered. The Nominating and Governance Committee considers factors including character, judgment, independence, age, expertise, diversity of experience, length of service and other commitments.

 

The Nominating and Governance Committee will consider the above factors for nominees identified by the Nominating and Governance Committee itself. The Nominating and Governance Committee uses the same process for evaluating all nominees, regardless of the original source of nomination. The Nominating and Governance Committee does not currently use the services of any third party search firm to assist in the identification or evaluation of Board member candidates. The Nominating and Governance Committee may, however, use such services in the future as it deems necessary or appropriate.

 

It is the policy of the Nominating and Governance Committee to consider both recommendations and nominations for candidates to the Board from stockholders. Stockholders wishing to recommend a candidate for consideration by the Nominating and Governance Committee for election to the Board of Directors can do so by writing to our Corporate Secretary at our principal executive offices. Stockholders shall give such candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and Amkor within the last three years, written indication of the candidate’s willingness to serve if elected, and evidence of the nominating person’s ownership of Amkor stock.

Communications with the Board of Directors

 

Although we do not currently have a formal policy regarding communications with the Board of Directors, stockholders may communicate with the Board of Directors by writing to us at Amkor Technology, Inc., Attn. Investor Relations, 1900 South Price Road, Chandler, Arizona 85248. Stockholders who would like their submission directed to a member of the Board of Directors may so specify, and the communication will be forwarded, as appropriate.

 

Annual Meeting Attendance

 

All directors are encouraged, but not required, to attend our Annual Meeting of Stockholders. Five of our incumbent directors attended the 2005 Annual Meeting of Stockholders.

 

REPORT OF THE AUDIT COMMITTEE

 

The role of the Audit Committee is to oversee Amkor’s financial reporting process on behalf of the Board of Directors. The Audit Committee is comprised solely of independent directors, as defined in the Nasdaq listing standards and SEC regulations, and it operates under a written charter adopted by the Board of Directors. The Audit Committee reviews and reassesses the adequacy of the Audit Committee Charter on an annual basis.

 

The Audit Committee’s overall responsibility is one of oversight. Management is responsible for Amkor’s consolidated financial statements as well as for maintaining effective internal controls over financial reporting, disclosure controls and procedures, compliance with laws and regulations and applicable ethical business standards. The independent registered public accounting firm is responsible for performing audits of Amkor’s consolidated financial statements, management’s assessment of Amkor’s internal control over financial reporting and of the effectiveness of such internal controls in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and issuing reports thereon. The Audit Committee met with the independent registered public accounting firm, with and without management present, to discuss the results of their audits and the overall quality of the Company’s financial reporting.

 

In performing its oversight function, the Audit Committee considered and discussed Amkor’s consolidated financial statements and management’s report on internal control over financial reporting with management and the independent registered public accounting firm. The Audit Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by Statements of Auditing Standards, as amended, including Statement of Auditing Standards No. 61, Communication with Audit Committees, and the PCAOB standards.

 

The Audit Committee discussed with the independent registered public accounting firm its independence from Amkor and Amkor’s management and obtained the written disclosures from the independent registered public accounting firm required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees. The Audit Committee considered whether the provision of non-audit services by Amkor’s independent registered public accounting firm is compatible with maintaining the independence of the independent registered public accounting firm. The Audit Committee concluded that the independent registered public accounting firm is independent from Amkor and its management.

 

Based on all of the foregoing, the Audit Committee recommended to the Board of Directors that Amkor’s consolidated financial statements and management’s report on internal control over financial reporting along with the related reports of our independent registered public accounting firm be included in Amkor’s Annual Report on Form 10-K and filed with the Securities and Exchange Commission. The Audit Committee also selected PricewaterhouseCoopers as Amkor’s independent registered public accounting firm for the fiscal year ending December 31, 2006.

The foregoing report has been furnished by the following directors and members of the Audit Committee:

 

James W. Zug, Chair

 

Roger A. Carolin

 

Gregory K. Hinckley

 

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

 

The Compensation Committee of the Board of Directors currently consists of Mr. Winston Churchill (Chairman) and Dr. Constantine Papadakis. No member of the Compensation Committee during 2005 was an employee of Amkor or any of its subsidiaries. Each member meets the definition of “non-employee director” under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and is an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

 

The Compensation Committee has overall responsibility for Amkor’s executive compensation policies and practices. The Compensation Committee’s functions include:

 

 

Compensation Philosophy

 

Amkor’s compensation philosophy is to attract and retain top talent within the electronics industry through a multifaceted compensation approach including aligning base pay with companies with whom we compete for top talent. These companies are within both the semiconductor and printed circuit board manufacturing sectors. Our approach to total cash compensation is that it should vary with Amkor’s performance in attaining its financial and operational objectives. We have an incentive program for all employees which provides for awards that are proportional to our profitability. In addition, we have an executive bonus program that is based on annual operational performance.

 

Salaries

 

It is the Compensation Committee’s objective to establish base salaries at levels that are comparable to those paid to executives with comparable qualifications, experience and responsibilities at other companies in the electronics industry, including semiconductor and printed circuit board companies. The Compensation Committee believes that it is necessary to attract and retain the leaders in the electronics industry, as Amkor competes with these companies for executive talent. At the end of the fiscal year, each executive officer was reviewed by our Chief Executive Officer. The executive officers’ performance reviews for fiscal year 2005 considered their specific function within the Company and the results achieved by each executive officer relative to key performance factors. The Compensation Committee considers independently these reviews with respect to the annual salary, including salary increases, for each executive officer. Industry, peer group and national survey results are also considered in making salary determinations to maintain parity of our pay practices within the electronics industry.

 

Compensation for the Chief Executive Officer

 

In fiscal 2005, James J. Kim served as the Chairman of the Board and Chief Executive Officer of Amkor. The Compensation Committee’s criteria for determining Mr. Kim’s compensation are driven by several factors: the competitive marketplace, our position in the rapidly evolving technology sector in which we operate, our operating

and financial performance in 2005 and, most importantly, Mr. Kim’s leadership and establishment and implementation of strategic direction for Amkor.

 

The Compensation Committee believes that Mr. Kim’s performance throughout the fiscal year ended December 31, 2005 was outstanding and that he continues to demonstrate highly effective leadership.

 

Annual Incentive Compensation

 

Each executive officer’s performance, as well as their total cash compensation on a peer-market level, is evaluated by the Compensation Committee to determine the appropriate cash bonus award. Additionally, industry standards regarding cash bonuses as a percentage of total base pay are reviewed to ensure alignment within the industry. No incentive compensation was awarded to executive officers in 2005.

 

Executive Bonus Plan

 

An executive bonus plan was established by the Compensation Committee in 2006. This executive bonus plan is a cash-based incentive bonus program. The purpose of this plan is to align executive officers’ as well as key employees’ performance with Amkor’s objectives and financial performance. The executive bonus plan establishes targets for measuring the financial performance of the Company, and determines, by individual, a targeted bonus level based on that performance.

 

Employee Profit Sharing Plan

 

Most of our employees are eligible to participate in a cash bonus program which is proportional to corporate profitability. Annually, a percentage of our profit before taxes is allocated to the profit sharing pool. This allocation is distributed as a percentage of employees’ base pay, to eligible participants within our Company.

 

Long-Term Incentive Compensation

 

Long-term incentive compensation currently consists solely of stock options. The Compensation Committee is responsible for the administration of our stock option program. While the Compensation Committee believes that stock options are a competitive necessity in the electronics industry, no stock options were granted to executive officers in 2005.

 

As a general rule, the Compensation Committee believes that a certain portion of the compensation package for all executive officers should be based on long-term incentives.

 

Winston J. Churchill, Chair

 

Constantine N. Papadakis

 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

 

During fiscal 2005, the Compensation Committee consisted of Mr. Churchill and Dr. Papadakis. No member of the Compensation Committee was an officer or employee of Amkor or any of Amkor’s subsidiaries during fiscal 2005, or had any relationship requiring disclosure below under “Certain Relationships and Related Transactions.” None of Amkor’s Compensation Committee members or executive officers has served on the board of directors or on the compensation committee of any other entity one of whose executive officers served on our Board of Directors or on our Compensation Committee.

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Employee Family Members of our Executive Officers

 

JooHo Kim is a brother of James J. Kim, our Chief Executive Officer and Chairman of the Board, and is employed as our Corporate Vice President of Information Technology Services. Mr. JooHo Kim’s compensation is

disclosed in the “Executive Compensation” section of this proxy statement. Mr. JooHo Kim, together with his children, own 19.2% of Anam Information Technology, Inc., a company that provides computer hardware and software components to Amkor Technology Korea, Inc. (a subsidiary of Amkor). During 2005, purchases from Anam Information Technology, Inc. totaled $1.8 million. Mr. JooHo Kim, together with his wife and children, own 96.1% of Jesung C&M, a company that provides cafeteria services to Amkor Technology Korea, Inc. During 2005, Jesung C&M’s revenues derived from Amkor totaled $6.5 million.

 

John T. Kim is the son of James J. Kim and was employed as our Director of Corporate Development. Mr. John T. Kim’s base salary was $120,000 in 2005. Mr. John T. Kim earned no bonus and was granted no stock options in 2005, 2004 or 2003. Upon appointment to the Board of Directors, he resigned as an employee from Amkor. Mr. John T. Kim was granted 20,000 shares as a Board member.

 

Catherine Loucks Boruch is the wife of John Boruch, our former President, Chief Operating Officer and Board member, and was employed until December 30, 2005 as our Senior Vice President, Human Resources. Ms. Loucks’ base salary, severance, fringe benefits and bonus earned in 2005 were $215,250, $255,000, $11,765 and $0, respectively. During 2005, Ms. Loucks was not granted any stock options.

 

Other Related Party Transactions

 

As of May 31, 2006, Mr. James J. Kim and members of his immediate family and related trusts beneficially owned approximately 45.6% of our outstanding common stock.

 

In November 2005, we sold $100.0 million of our 6.25% Convertible Subordinated Notes due 2013 in a private placement to James J. Kim, our Chairman and Chief Executive Officer, and certain Kim family trusts. The 2013 Notes are convertible into Amkor’s common stock and are subordinated to the prior payment in full of all of Amkor’s senior and senior subordinated debt.

 

Dongan Engineering Co., Ltd. is 100% owned by JooCheon Kim, a brother of James J. Kim. Mr. JooCheon Kim is not an employee of Amkor. Dongan Engineering Co., Ltd. provides construction and maintenance services to Amkor Technology Korea, Inc. and Amkor Technology Philippines, Inc., both subsidiaries of Amkor. During 2005, purchases from Dongan Engineering Co., Ltd were $0.5 million.

 

We purchase leadframe inventory from Acqutek Semiconductor & Technology Co., Ltd. James J. Kim’s ownership in Acqutek Semiconductor & Technology Co., Ltd. is approximately 17.7%. During 2005, purchases from Acqutek Semiconductor & Technology Co., Ltd. were $11.8 million.

 

We lease office space in West Chester, Pennsylvania from trusts related to James J. Kim. During 2005, amounts paid for this lease were $0.6 million. Our sublease income included $0.3 million during 2005 from a company in which certain of our Board members have ownership interests. We vacated a portion of this space in connection with the move of our corporate headquarters to Arizona. In the second quarter of 2005, we paid a lease termination fee of approximately $0.7 million and assigned sublease income to the trusts. We currently lease approximately 2,700 square feet of office space from these trusts.

 

We entered into indemnification agreements with our officers and directors. These agreements contain provisions that may require us, among other things, to indemnify the officers and directors against certain liabilities that may arise by reason of their status or service as directors or officers (other than liabilities arising from willful misconduct of a culpable nature). We also agreed to advance them any expenses for proceedings against them that we agreed to indemnify them from.

 

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership on Form 3 and changes in ownership on Forms 4 or 5 with the Securities and Exchange Commission (the “SEC”) and the National Association of Securities Dealers, Inc. Such officers, directors and ten-percent stockholders are also required by SEC rules to furnish Amkor with copies of all forms that they file pursuant to Section 16(a).

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons that no other reports were required for such persons, Amkor believes that all Section 16(a) filing requirements applicable to our officers, directors and ten-percent stockholders were complied with in a timely fashion during 2005.

 

EXECUTIVE OFFICERS

 

The name, age, position and a brief account of the business experience of our Chief Executive Officer and each of our other executive officers as of June 30, 2006 is set forth below.

 

 

James J. Kim.  James J. Kim, 70, has served as our Chief Executive Officer and Chairman since September 1997. Mr. Kim founded our predecessor, Amkor Electronics, Inc., in 1968 and served as its Chairman from 1970 to April 1998. Mr. Kim is a director of GameStop Corp., a leading global video game and entertainment software retailer. Mr. James J. Kim is the father of John T. Kim, a member of our Board.

 

Kenneth T. Joyce.  Kenneth T. Joyce, 59, has served as Amkor’s Executive Vice President and Chief Financial Officer since July 1999. Prior to his election as our Chief Financial Officer, Mr. Joyce served as our Vice President and Operations Controller since 1997. Prior to joining Amkor, he was Chief Financial Officer of Selas Fluid Processing Corporation, a subsidiary of Linde AG. Mr. Joyce began his accounting career in 1971 at KPMG Peat Marwick. Mr. Joyce is a certified public accountant. Mr. Joyce earned a B.S. in Accounting from Saint Joseph’s University and an M.B.A. in Finance from Drexel University.

 

Oleg Khaykin.  Oleg Khaykin, 41, has served as our Executive Vice President and Chief Operating Officer since January 2006. Mr. Khaykin served as our Executive Vice President of Corporate Development and Flip Chip Operations since his appointment as an executive officer in January 2004. Mr. Khaykin joined Amkor in May 2003 and was responsible for managing Amkor’s corporate development, M&A and intellectual property initiatives. Prior to joining Amkor, Mr. Khaykin was the Vice President of Strategy and Business Development for Conexant Systems Inc./Mindspeed Technologies, a company that designs, develops, and sells communication integrated circuits for networking applications. Mr. Khaykin also spent eight years working for The Boston Consulting Group, a strategic consulting firm. Mr. Khaykin earned a B.S. in Electrical and Computer Engineering with High University Honors from Carnegie Mellon University and an M.B.A. from Northwestern University’s J.L. Kellogg Graduate School of Management.

 

EXECUTIVE COMPENSATION

 

Summary Compensation.  The following table sets forth compensation earned during each of the three years in the period ended December 31, 2005 by our Chief Executive Officer, our two other executive officers and two additional individuals who served as executive officers during fiscal year 2005, but were not executive officers at December 31, 2005 (collectively, our “Named Executive Officers”):

 

Summary Compensation Table

 

 

 

 

On December 22, 2005, we entered into a Retirement Separation Agreement and Release with Mr. John N. Boruch, our former President and Chief Operating Officer. For a more detailed description of the terms and conditions of the agreement, please see Item 1.01 of our Form 8-K filed on December 23, 2005, which is hereby incorporated by reference.

 

OPTION GRANTS IN FISCAL 2005

 

There were no option grants to the Chief Executive Officer or other Named Executive Officers in 2005.

 

YEAR-END OPTION VALUES

 

The following table shows the number of shares covered by both exercisable and non-exercisable stock options held by our Chief Executive Officer and our other Named Executive Officers as of December 31, 2005. Also reported are the values for “in-the-money” options which represent the positive spread between the exercise price of any such existing stock options and the year-end price of our common stock. None of the individuals listed below exercised options in the last fiscal year.

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth certain information regarding the beneficial ownership of our outstanding common stock as of May 31, 2006 by:

 

 

Beneficial Ownership(a)

 

 

 

 

Each of the individuals, trusts, and the James and Agnes Kim Foundation, Inc., listed above, may be deemed members of the James J. Kim Family Control Group (the “James J. Kim Family”) under Section 13(d) of the Exchange Act on the basis that the trust agreement for certain of these trusts encourages the trustees of the trusts to vote the shares of common stock held by them, in their discretion, in concert with the James Kim Family and it is likely that the trustees of the other trusts will do the same. James J. and Agnes C. Kim are husband and wife. David D. Kim, John T. Kim and Susan Y. Kim are the children of James J. and Agnes C. Kim. Each of the David D. Kim Trust of December 31, 1987, the John T. Kim Trust of December 31, 1987 and the Susan Y. Kim Trust of December 31, 1987 has as their sole trustee David D. Kim, John T. Kim and Susan Y. Kim, respectively. Susan Y. Kim is the parent of Alexandra Panichello, Jacqueline Panichello and Dylan Panichello and is the co-trustee of each of her children’s trusts along with John T. Kim. These trusts are as follows: Trust U/D of Susan Y. Kim dated 4/16/98 f/b/o Alexandra Panichello, Trust U/D of Susan Y. Kim dated 4/16/98 f/b/o Jacqueline Panichello, and Trust U/D of Susan Y. Kim dated 4/16/98 f/b/o Dylan Panichello. John T. Kim established the “Trust U/D of John T. Kim dated 10/27/04 f/b/o his children” with himself and Susan Y. Kim as co-trustees. James J. Kim has established trusts for each of the children of Susan Y. Kim, John T. Kim, and David D. Kim as follows: Trust U/D of James J. Kim dated 10/3/94 f/b/o Jacqueline Mary Panichello (John T. Kim and Susan Y. Kim as co-trustees), Trust U/D of James J. Kim dated 12/24/92 f/b/o Alexandra Kim Panichello (John T. Kim and Susan Y. Kim as co-trustees), Trust U/D of James J. Kim dated 10/15/01 f/b/o Dylan James Panichello (John T. Kim and Susan Y. Kim as co-trustees), Trust U/D of James J. Kim dated 10/15/01 f/b/o Allyson Lee Kim (John T. Kim and Susan Y. Kim as co-trustees), Trust U/D of James J. Kim dated 11/17/03 f/b/o Jason Lee Kim (John T. Kim and Susan Y. Kim as co-trustees), the Trust U/D of James J. Kim dated 11/11/05 f/b/o Children of David D. Kim (John T. Kim and David D. Kim as co-trustees). The trustees of each trust may be deemed to be the beneficial owners of the shares held by such trust.

 

The James J. Kim Family may be deemed to have beneficial ownership of 87,954,293 shares or approximately 45.6% of the outstanding shares of common stock. Each of the foregoing persons stated that the filing of their beneficial ownership reporting statements shall not be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the shares of common stock reported as beneficially owned by the other such persons.

 

 

PROPOSAL TWO

 

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

The Audit Committee has approved the appointment of PricewaterhouseCoopers as our independent registered public accounting firm for the fiscal year ending December 31, 2006.

 

PricewaterhouseCoopers has served as our independent registered public accounting firm since 2000. The Board of Directors expects that representatives of PricewaterhouseCoopers will attend the Annual Meeting to make a statement if they desire to do so, and will be available to respond to appropriate questions.

 

The following table shows the fees paid or accrued by us for fiscal years 2005 and 2004.

 

 

 

Our Audit Committee is required to pre-approve the audit and non-audit services performed by our independent registered public accounting firm, PricewaterhouseCoopers, in accordance with the Amkor Audit and Non-Audit Services Pre-Approval Policy. This policy provides for pre-approval of audit, audit-related, tax services and other services specifically described by the Audit Committee. The policy also provides for the general approval of additional individual engagements, which, if they exceed certain pre-established thresholds, must be separately approved by the Audit Committee.

 

This policy authorizes the Audit Committee to delegate to one or more of its members pre-approval authority with respect to permitted services, provided that any such pre-approval decisions must be reported to the Audit Committee. All of the services provided by PricewaterhouseCoopers during the year ended December 31, 2005 were approved by the Audit Committee. Additionally, the Audit Committee concluded that the provision of such services by PricewaterhouseCoopers was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

 

We are asking our stockholders to ratify the selection of PricewaterhouseCoopers as our independent registered public accounting firm. Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of PricewaterhouseCoopers to our stockholders for ratification as a matter of good corporate practice. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

 

REQUIRED VOTE

 

The ratification of the selection of PricewaterhouseCoopers requires the affirmative vote of the holders of the majority of shares of common stock present or represented and entitled to vote at the Annual Meeting. Abstentions and broker non-votes will be counted as present for purposes of determining whether a quorum is present, and broker non-votes will not be treated as entitled to vote on this matter at the Annual Meeting.

 

The Board unanimously recommends a vote FOR the ratification of appointment of

PricewaterhouseCoopers as our independent registered public accounting firm for 2006.

 

STOCK PERFORMANCE GRAPH
Comparison of Five-Year Cumulative Total Return

 

The following performance graph compares the monthly cumulative total stockholder return on Amkor common stock with the Standard & Poor’s 500 Stock Index and the Philadelphia Semiconductor Sector Index for the five years ended December 31, 2005. The graph is based on the assumption that $100 was invested on December 31, 2000 in each of Amkor common stock, the Standard & Poor’s 500 Stock Index and the Philadelphia Semiconductor Sector Index.

 

The stock price performance graph depicted below shall not be deemed incorporated by reference by any general statement incorporating by reference this annual report into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934. The stock price performance on the graph is not necessarily an indicator of future price performance.

 

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG AMKOR TECHNOLOGY, INC., THE S & P 500 INDEX
AND THE PHILADELPHIA SEMICONDUCTOR INDEX

 

 

 

Copyright ^© 2006, Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. All rights reserved.
www.researchdatagroup.com/S&P.htm

 

INCORPORATION BY REFERENCE

 

Item 1.01 of our Form 8-K filed with the SEC on December 23, 2005 is incorporated herein by reference.

 

The information contained above under the captions “Report of the Compensation Committee of the Board of Directors,” “Report of the Audit Committee of the Board of Directors” and “Stock Performance Graph” shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor will such information be incorporated by reference into any future SEC filing except to the extent that we specifically incorporate it by reference into such filing.

 

ANNUAL REPORT ON FORM 10-K

 

The Company’s annual report on form 10-K for the fiscal year ended December 31, 2005 is being mailed prior to or with this proxy statement to stockholders entitled to notice of the Annual Meeting.

 

THE COMPANY WILL PROVIDE EACH BENEFICIAL OWNER OF ITS SECURITIES AS OF THE RECORD DATE WITH A COPY OF THE COMPANY’S 2005 ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, AND A COPY OF THE FORM 8-K FILED WITH THE SEC ON DECEMBER 23, 2005, WITHOUT CHARGE, BY FIRST CLASS MAIL, WITHIN ONE BUSINESS DAY OF RECEIPT OF A WRITTEN OR ORAL REQUEST FROM SUCH PERSON. SUCH REQUEST SHOULD BE DIRECTED TO JOANNE SOLOMON, SECRETARY, AMKOR TECHNOLOGY, INC., 1900 SOUTH PRICE ROAD, CHANDLER, ARIZONA 85248, TELEPHONE: (480) 821-5000.

Proxy - Amkor Technology, Inc.

1900 South Price Road
Chandler, Arizona 85248

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS, AUGUST 8, 2006

The undersigned hereby appoints James J. Kim and Kenneth T. Joyce the proxies (each with power to act alone and with power of substitution) of the undersigned to represent and vote the shares of stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders of Amkor Technology, Inc. to be held on August 8, 2006, and at any adjournment or postponement thereof, as hereinafter specified, and in their discretion, upon such other matters as may properly come before the Meeting.

1. Election of Directors. Nominees:

(01) Roger A. Carolin, (02) Winston J. Churchill, (03) Gregory K. Hinckley, (04) James J. Kim,

(05) John T. Kim, (06) Constantine N. Papadakis and (07) James W. Zug

2. Ratification of appointment of independent registered public accounting firm.

IF THIS CARD IS PROPERLY EXECUTED, SHARES WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES AND FOR PROPOSAL 2.

You are encouraged to specify your choice by marking the appropriate boxes on the reverse side. On matters which you do not specify a choice, your shares will be voted in accordance with the recommendation of Amkor’s Board of Directors. Please mark, sign, date and return this proxy promptly using the enclosed envelope.

CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.

To our Stockholders:

               You are cordially invited to attend the Annual Meeting of Stockholders of Amkor Technology, Inc. The Annual Meeting will be held on Tuesday, August 8, 2006 at 11:00 a.m., at Valley Forge Suites (formerly known as the Wyndham), 888 Chesterbrook Boulevard, Wayne, Pennsylvania 19087, telephone number (610) 647-6700.

               The actions expected to be taken at the Annual Meeting are described in detail in the attached Proxy Statement and Notice of Annual Meeting of Stockholders.

               We also encourage you to read the Annual Report. It includes information about our company, as well as our audited financial statements. A copy of our Annual Report was previously sent to you or is included with this Proxy Statement.

               Please use this opportunity to take part in the affairs of Amkor by voting on the business to come before this meeting. Whether or not you plan to attend the meeting, please complete, sign, date and return the accompanying proxy in the enclosed postage-paid envelope. Returning the proxy does NOT deprive you of your right to attend the meeting and to vote your shares in person for the matters acted upon at the meeting.

               We look forward to seeing you at the Annual Meeting.

		Sincerely,
		James J. Kim
		Chairman of the Board and
		Chief Executive Officer

		+

		MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6		000004 Least Address Line		000000000.000 ext 000000000.000 ext 000000000.000 ext 000000000.000 ext 000000000.000 ext 000000000.000 ext 000000000.000 ext
						o	Mark this box with an X if you have made changes to your name or address details above.

Annual Meeting Proxy Card

A	Election of Directors

      1. Amkor’s Board of Directors recommends a vote FOR the election of all nominees as directors.

For

Withhold

For

Withhold

01 - Roger A. Carolin

o

o

05 - John T. Kim

o

o

02 - Winston J. Churchill

o

o

06 - Constantine N. Papadakis

o

o

03 - Gregory K. Hinckley

o

o

07 - James W. Zug

o

o

04 - James J. Kim

o

o

B	Issue

      Amkor’s Board of Directors recommends a vote FOR Proposal 2.

C	Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.

Please sign exactly as name appears above. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

Signature 1 - Please keep signature within the box		Signature 2 - Please keep signature within the box		Date (mm/dd/yyyy)
				/        /

n		0 1 0 0 5 8		1 U P X		C O Y		+