As filed with the Securities and Exchange Commission on January 21, 2003
Registration Statement No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
______________________
United Microelectronics Corporation
(Translation of Registrant's Name into English)
Republic of China None
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
______________________
No. 3 Li-Hsin Road II
Science-Based Industrial Park
Hsinchu, Taiwan
Republic of China
(Address of Principal Executive Offices)
______________________
United Microelectronics Corporation
Employee Stock Option Plan
(Full title of the plans)
______________________
Peter J. Courture
Law+, P.C.
993 Highland Circle
Los Altos, CA 94024
(650) 968-8855
(Name, address and telephone number of agent for service)
______________________
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Aggregate Amount of
be Registered Registered Offering Price per Offering Price (1) Registration
Share (1) Fee
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Common Shares, par 23,930,000 common US$0.63 US$15,075,900 US$1,387
value NT$10.00 per share shares
===================================================================================================================
(1) Estimated solely for the purpose of determining the amount of the
registration fee in accordance with Rule 457(h) under the Securities Act of
1933 on the basis of the average of the high and low prices of the common
shares on the Taiwan Stock Exchange on January 20, 2003.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
All information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8. The documents containing
the information specified in Part I will be delivered to the participants in the
plan covered by this Registration Statement, as required by rule 428(b) under
the Securities Act. Such documents are not being filed with the Securities and
Exchange Commission (the "Commission") as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The rules of the Commission permit United Microelectronics Corporation
(the "Registrant") (File No. 1-15128) to incorporate by reference information
into this Registration Statement. This means that the Registrant can disclose
important information to you by referring you to another document.
The following documents filed with the Commission by the Registrant are
incorporated by reference into this Registration Statement:
(i) the Registrant's Annual Report on Form 20-F, filed with the
Commission on June 13, 2002 (the "Annual Report on Form
20-F"), including the description of the Common Shares;
(ii) the Registrant's Report of Foreign Private Issuer on Form 6-K,
filed with the Commission on July 5, 2002;
(iii) the Registrant's Report of Foreign Private Issuer on Form 6-K,
filed with the Commission on August 5, 2002;
(iv) the Registrant's Report of Foreign Private Issuer on Form 6-K,
filed with the Commission on September 5, 2002;
(v) the Registrant's Report of Foreign Private Issuer on Form 6-K,
filed with the Commission on September 25, 2002;
(vi) the Registrant's Report of Foreign Private Issuer on Form 6-K,
filed with the Commission on October 2, 2002;
(vii) the Registrant's Report of Foreign Private Issuer on Form 6-K,
filed with the Commission on November 1, 2002;
(viii) the Registrant's Report of Foreign Private Issuer on Form 6-K,
filed with the Commission on November 29, 2002; and
(ix) the Registrant's Report of Foreign Private Issuer on Form 6-K,
filed with the Commission on January 3, 2003.
In addition, all documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The relationship between the Registrant and its directors and officers
is governed by the ROC Civil Code, ROC Company Law and the Registrant's articles
of incorporation. There is no written contract between the Registrant and its
directors and officers governing the rights and obligations of these parties.
Each person who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or competed action, suit or proceeding by
reason of the fact that that person is or was a director or officer of the
Registrant, in the absence of willful misconduct or negligence on the part of
that person in connection with that person's performance of duties as a director
or officer, as the case may be, may be indemnified and held harmless by the
Registrant to the fullest extent permitted by applicable law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Description
------- -----------
4.2 United Microelectronics Corporation Employee Stock Option Plan
5.1 Opinion of Chen and Lin on the validity of the Common Shares
23.1 Consents of PricewaterhouseCoopers
23.2 Consent of Diwan, Ernst & Young
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of ChuoAoyama Audit Corporation
23.5 Consents of C.G. Uhlenberg LLP
23.6 Consent of Chen and Lin (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
Item 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set
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forth in this Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in this "Calculation
of Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
(4) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Hsinchu, Taiwan, Republic of China, on January 21, 2003.
United Microelectronics Corporation
By: /s/ John Hsuan
----------------------------------------
Name: John Hsuan
Title: Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert H.C. Tsao, John Hsuan and Peter
Chang, and each of them, as his true and lawful attorney(s)-in-fact and
agent(s), with full power of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, and supplements to this
Registration Statement on Form S-8, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the United States
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and think
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as each such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on January 21, 2003 by the following
persons in the capacities indicated:
Name Title
---- -----
/s/ Robert H.C. Tsao Chairman; Director
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Robert H.C. Tsao
/s/ John Hsuan Vice Chairman; Chief Executive
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John Hsuan Officer; Director
/s/ Peter Chang Vice Chairman; Director (Representative
------------------------------------
Peter Chang of Hsun Chieh Investment Co.)
/s/ Peter J. Courture Director (Representative of Chuin Li
------------------------------------
Peter J. Courture Investment Co.)
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Director (Representative of Chuin Tsie
___________________________________
Hong-Jen Wu Investment Co.)
Director (Representative of Hsun Chieh
___________________________________
Tsing-Yuan Hwang Investment Co.)
/s/ Ching-Chang Wen Director (Representative of Chuin Tsie
-----------------------------------
Ching-Chang Wen Investment Co.)
Director (Representative of Shieh Li
___________________________________
Fu-Tai Liou Investment Co.)
/s/ Stan Hung Director (Representative of Shieh Li
-----------------------------------
Stan Hung Investment Co.); Chief Financial Officer
Director (Representative of Chuin Li
___________________________________
Chris Chi Investment Co.)
/s/ Chun Kuan Accounting Director
-----------------------------------
Chun Kuan (Principal Accounting Officer)
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF
UNITED MICROELECIRONICS CORPORATION
Pursuant to the Securities Act of 1933, as amended, the undersigned,
the duly authorized representative in the United States of United
Microelectronics Corporation, has signed the Registration Statement.
Law+, P.C.
By: /s/ Peter J. Courture
-----------------------------------
Name: Peter J. Courture
Title: Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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4.2 United Microelectronics Corporation Employee Stock Option Plan
5.1 Opinion of Chen and Lin on the validity of the Common Shares
23.1 Consents of PricewaterhouseCoopers
23.2 Consent of Diwan, Ernst & Young
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of ChuoAoyama Audit Corporation
23.5 Consents of C.G. Uhlenberg LLP
23.6 Consent of Chen and Lin (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)