- Report of Foreign Issuer (6-K)
10 10월 2009 - 12:31AM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the month of October 2009
Commission File Number 000-27811
CHARTERED SEMICONDUCTOR MANUFACTURING LTD.
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of registrants name into English)
Republic of Singapore
(Jurisdiction of incorporation or organization of registrant)
60 Woodlands Industrial Park D
Street 2, Singapore 738406
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form
20-F or Form 40-F.
Form 20-F
þ
Form 40-F
o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
o
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes
o
No
þ
If Yes is marked, indicate below the file number assigned to registrant in connection with Rule
12g3-2(b):
Not applicable.
TABLE OF CONTENTS
Other Events
On October 9, 2009 in Singapore, Chartered Semiconductor Manufacturing Ltd. (the Company)
announced that the meeting of ordinary shareholders of the Company (the Court Meeting) convened
at the direction of the High Court of Singapore to approve the previously announced proposed
acquisition of the Company by ATIC International Investment Company LLC (the Acquiror) by way of
a scheme of arrangement (the Scheme) under Section 210 of the Companies Act, Chapter 50 of
Singapore has been fixed for November 4, 2009. It also announced that it has dispatched (i) the
scheme document (the Scheme Document) to ordinary shareholders containing details of the Scheme,
together with a notice of the Court Meeting (the Notice of Court Meeting); (ii) a notice of an
extraordinary general meeting (the Notice of EGM), together with an accompanying proxy statement
(the EGM Proxy Statement); and (iii) a notice of a class meeting (the Notice of Class Meeting) for
the holders of convertible redeemable preference shares of the Company,
together with an accompanying proxy statement (the Class Meeting Proxy Statement). Further, the Company has also dispatched the proxy form for the Court
Meeting (the Court Meeting Proxy Form) together with the Scheme Document.
Also, on October 9, 2009 in New York, the Company, through Citibank, N.A., the depositary bank of
the Companys American Depositary Share (ADS) program (the Depositary), gave notice to ADS
holders on how ADS holders may give instructions on the voting of the ordinary shares underlying
their ADSs at the Court Meeting and the extraordinary general meeting (along with the ADS Voting Instructions Card) and
notice of termination of the deposit agreement for the ADS program (conditional upon the
effectiveness of the Scheme) (the ADS Depositary Notice). The Depositary also dispatched to ADS
holders the Scheme Document being furnished as an exhibit hereto and the Notice of EGM and the
accompanying EGM Proxy Statement.
The announcement of the Company dated October 9, 2009, Scheme Document and attached Notice of Court
Meeting, Notice of EGM and the accompanying EGM Proxy Statement, Notice of Class Meeting and the
accompanying Class Meeting Proxy Statement, Court Meeting Proxy Form, ADS Depositary Notice and ADS Voting Instructions Card are attached
hereto as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, Exhibit 99.5, Exhibit 99.6 and Exhibit 99.7, respectively.
The Scheme Document that is being furnished in this Form 6-K is substantially the same as the
scheme document that was lodged with the Securities Industry Council of Singapore, which can be
located on the website of the Singapore Exchange Securities Trading Limited at www.sgx.com and the
website of the Company at www.charteredsemi.com. The Scheme Document that is being furnished in
this Form 6-K omits a letter from KPMG LLP pertaining to the Scheme Documents Appendix 10. That
letter is specifically excluded from, and is also not incorporated by reference in, this Form 6-K.
Exhibits
99.1
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Announcement of the Company dated October 9, 2009
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99.2
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Scheme Document and attached Notice of Court Meeting
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99.3
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Notice of EGM and accompanying EGM Proxy Statement
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99.4
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Notice of Class Meeting and accompanying Class Meeting Proxy Statement
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99.5
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Court Meeting Proxy Form
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99.6
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ADS Depositary Notice
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99.7
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ADS Voting Instructions Card
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunder duly authorized.
Date: October 9, 2009
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CHARTERED SEMICONDUCTOR
MANUFACTURING LTD.
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By:
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/s/ George Thomas
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Name:
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George Thomas
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Title:
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Senior Vice President
and Chief Financial Officer
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EXHIBITS INDEX
Exhibits
99.1
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Announcement of the Company dated October 9, 2009
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99.2
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Scheme Document and attached Notice of Court Meeting
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99.3
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Notice of EGM and accompanying EGM Proxy Statement
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99.4
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Notice of Class Meeting and accompanying Class Meeting Proxy Statement
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99.5
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Court Meeting Proxy Form
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99.6
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ADS Depositary Notice
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99.7
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ADS Voting Instructions Card
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Chartered Semiconductor Manufacturing Ltd. (MM) (NASDAQ:CHRT)
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Chartered Semiconductor Manufacturing Ltd. (MM) (NASDAQ:CHRT)
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