1934 Act Registration No. 1-14700
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 March 2003
Taiwan Semiconductor Manufacturing Company Ltd.
(Translation of Registrant's Name Into English)
No.121 Park Avenue III
Science-Based Industrial Park
Hsin-chu, Taiwan
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
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(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 No X
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(If "Yes" is marked, indicated below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82: _______.)
TSMC Board of Directors Proposes NT$0.80 Stock Dividend
Science-Based Industrial Park, Hsin-Chu, Taiwan, March, 4 - Taiwan Semiconductor
Manufacturing Company Ltd. (TSMC or the "Company") (NYSE: TSM) today held a
meeting of the Board of Directors, at which the Board adopted a proposal
recommending distribution of a dividend of NT$0.80 per common share. The
proposal will be discussed and brought to a vote at the Company's annual
shareholders' meeting scheduled for June 3, 2003.
TSMC Spokesperson Mr. Harvey Chang noted that, at its meeting, the Board of
Directors also:
1. Approved the 2002 Business Report and Financial Statements. Net sales for
2002 were NT$160,961 million and net income after tax was NT$21,610
million, with earnings per share of NT$1.14.
2. Approved a proposal for distribution of 2002 profits. Cash dividends of
NT$455 million will be proposed to the Preferred A shareholders. A stock
dividend of NT$0.80 per share will be proposed to the common shareholders.
In addition, employees' profit sharing of total 153.9 million shares will
be distributed in 100% stock at par value. The employee profit sharing
dilution is estimated at 0.76%.
3. Approved scheduling of the 2003 Regular Shareholders' Meeting for 9:30a.m.
on June 3, 2003 at the Auditorium in the Activity Center of the Hsinchu
Science-Based Industrial Park.
4. Approved the redemption and cancellation of the Company's 1.3 billion
Preferred A shares at par value of NT$10 per share according to TSMC's
Articles of Incorporation. After the redemption and cancellation, the
Company's paid-in capital will be reduced by NT$13 billion. Furthermore,
the Board of Directors approved the record date for capital reduction (also
the redemption date of the Company's Preferred A shares) as May 29, 2003.
5. Approved the revisions to the Company's 2002 Employee Stock Options Plan,
which was originally approved at the Board of Directors' Meeting on May 7,
2002, in order to synchronize the vesting schedules for domestic and
overseas employees and reflect recent change of relevant regulations. The
vesting schedule for
employees of TSMC and TSMC's domestic subsidiaries is changed from five
years to four years.
# # #
TSMC Spokesperson:
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Mr. Harvey Chang
Senior Vice President
Tel: 886-3-578-0221 Ext2075
For further information, please contact:
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Mr. J.H. Tzeng Mr. Jesse Chou Ms. Shan-Shan Guo
PR Department Manager, TSMC Public Affairs Manager, TSMC PR Manager, TSMC
Tel: 886-3-567-3338 Tel:886-3-5673347 (O) Tel:886-3-5673345(O)
886-928-882-607(Mobile) 886-932-113-258(Mobile) 886-939-059-246 (Mobile)
Fax: 886-3-567-0121 Fax:03-5670121 Fax:03-5670121
E-mail: jhtzeng@tsmc.com.tw E-Mail:jhchoua@tsmc.com.tw Email: ssguo@tsmc.com.tw
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TSMC Announces the information of 2003 Annual General Shareholders' Meeting
Science-Based Industrial Park, Hsin-Chu, Taiwan, Mar. 4, 2003-Taiwan
Semiconductor Manufacturing Company Ltd. (TSMC or the "Company")("NYSE:TSM)
announces the 2003 Annual General Shareholders' Meeting as follows:
- Meeting Date:June 3, 2003 Taiwan time
- Meeting Time:9:30 A.M. Taiwan time
- Meeting Place:The Auditorium of the Activity Center at Hsin-Chu Science-Based
Industrial Park
- Record Date:April 5, 2003 Taiwan time
- Share registrar closed for transfer:April 5, 2003 ~ June 3, 2003 Taiwan time
- Agenda:
1. To report the business of 2002
2. Supervisors' review report
3. To report the status of acquisition or disposal of assets with related
parties for 2002
4. To report the status of guarantee provided by TSMC as of the end of
2002
5. To report the redemption and cancellation of 1,300,000,000 Preferred A
shares and reduction of TSMC's paid-in capital
6. To report the revisions to the 2002 Employee Stock Options Plan
7. To accept 2002 Business Report and Financial Statements
8. To approve the proposal for distribution of 2002 profits
9. To approve the capitalization of 2002 dividends and employee profit
sharing
10. To approve the revisions to the Articles of Incorporation
11. To approve the revisions to the Procedures for acquisition or Disposal
of Assets
12. To approve the revisions to the Policies and Procedures for Financial
Derivative Transactions
13. To approve the revisions to the Procedures for Lending Funds to Other
Parties
14. To approve the revisions to the Procedures for Endorsement and
Guarantee
15. To elect nine Directors and three Supervisors
16. To release the Directors elected from non-competition restrictions
The meeting notice and detail agenda will be mailed to ADR investors together
with TSMC 2002 Annual Report upon mail date of Annual General Shareholders'
Meeting.
SIGNATURES
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, thereunto duly authorized.
Taiwan Semiconductor Manufacturing Company Ltd.
Date: March 4, 2003 By /s/ Harvey Chang
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Harvey Chang
Senior Vice President & Chief Financial Officer