UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On September 6, 2023, Amkor Technology, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters (the “Underwriters”) named in Schedule 1 thereto, and 915 Investments, LP, a stockholder of the Company (the “Selling Stockholder”), relating to the offer and sale by the Selling Stockholder of 10,000,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), pursuant to the Company’s automatic shelf registration statement on Form S-3 (Registration No. 333-255655), filed with the Securities and Exchange Commission on April 30, 2021, including the prospectus, dated April 30, 2021 and the prospectus supplement, dated September 6, 2023. The Selling Stockholder has agreed to sell the shares to the Underwriters at a price of $23.22 per share. The Selling Stockholder also granted the Underwriters a 30-day option to purchase up to an additional 1,500,000 shares of Common Stock. The Selling Stockholder is an investment vehicle for members of the family of James J. Kim, the founder and Executive Chairman of the Board of Directors of the Company (the “Board”), and Susan Y. Kim, the Executive Vice Chairman of the Board.
The Underwriting Agreement contains customary representations, warranties, agreements and indemnification obligations by the Company, the Selling Stockholder and the Underwriters and customary conditions to closing. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by such parties. The Underwriting Agreement includes a clear market provision pursuant to which the Company has agreed not to offer or otherwise sell shares of Common Stock for a period of 60 days after the date of the final prospectus, subject to certain exceptions.
In connection with the sale, the Selling Stockholder has entered into a lock-up agreement under which it has agreed that neither the Selling Stockholder nor any of its direct or indirect affiliates, other than the Company and its subsidiaries, will sell, or otherwise transfer or dispose of, any of its remaining shares of Common Stock for a period of 365 days after the date of the final prospectus, subject to certain exceptions. The form of lock-up agreement is included as an exhibit to the Underwriting Agreement, which is filed herewith as Exhibit 1.1.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the copy thereof, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated as of September 6, 2023, by and among Amkor Technology, Inc., 915 Investments, LP, and J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule 1 thereto. | |
| 5.1 | Opinion of Dechert LLP. | |
| 23.1 | Consent of Dechert LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMKOR TECHNOLOGY, INC. | ||
| By: | /s/ Mark N. Rogers | |
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Mark N. Rogers | |
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Executive Vice President, General Counsel, and Corporate Secretary | |
Date: September 7, 2023